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TOYO Co., Ltd

TOYO Co., LtdTOYO決算レポート

Nasdaq · automotive industry

Toyo Tire Corporation , commonly known as Toyo Tires, is a multinational tire and rubber products company based in Itami, Japan. The company owns and operates eight factories in Asia, North America, and Europe and distributes tires and automotive components through fourteen sales companies throughout the world.

What changed in TOYO Co., Ltd's 20-F — 2024 vs 2025

Top changes in TOYO Co., Ltd's 2025 20-F

226 paragraphs added · 240 removed · 151 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

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Any additional tariffs imposed to our products, raw material or equipment for our plants could have a material adverse effect on our business, results of operations and financial position. However, there is no guarantee that our operations will not be materially adversely affected by laws and regulations in the United States or other jurisdictions in the future.
Any additional tariffs imposed on our products, raw material or equipment for our plants could have a material adverse effect on our business, results of operations and financial position. However, there is no guarantee that our operations will not be materially adversely affected by laws and regulations in the United States or other jurisdictions in the future.
We derived revenue from sales of solar cells since the second half of 2023, substantially of which was from sales of solar cells to VSUN, our affiliate, during the years ended December 31, 2024 and 2023, with whom we do not enter into long-term contracts.
We derived revenue from sales of solar cells since the second half of 2023, substantially of which was from sales of solar cells to VSUN, our affiliate, during the years ended December 31, 2025, 2024 and 2023, with whom we do not enter into long-term contracts.
Additionally, reductions in our production volume may put pressure on suppliers, resulting in increased material and component costs. In particular, we are dependent on VSUN’s subsidiary as a crucial supplier of monocrystalline silicon wafer, which accounted for approximately 55.0% and 64.5% of our total purchase of inventories for the years ended December 31, 2024 and 2023, respectively.
Additionally, reductions in our production volume may put pressure on suppliers, resulting in increased material and component costs. In particular, we are dependent on VSUN’s subsidiary as a crucial supplier of monocrystalline silicon wafer, which accounted for approximately 28.5%, 55.0% and 64.5% of our total purchase of inventories for the years ended December 31, 2025, 2024 and 2023, respectively.
As an early-stage company incorporated on November 8, 2022, we have incurred operating losses historically and have a history of negative operating cash flows. We incurred a net loss of $0.2 million for the year ended December 31, 2022, and recorded a net income of $9.9 million and $40.5 million for the years ended December 31, 2023 and 2024, respectively.
As an early-stage company incorporated on November 8, 2022, we have incurred operating losses historically and have a history of negative operating cash flows. We recorded a net income of $9.9 million, $40.5 million and $37.2 million for the years ended December 31, 2023, 2024 and 2025, respectively.
While we are headquartered in Japan, we have constructed a solar cell plant in Vietnam and are establishing a new solar cell plant in Ethiopia and a solar module plant in Texas, U.S. We are also analyzing and evaluating the timing and venues to further expand to build our solar cell plants and wafer slicing plant.
While we are headquartered in Japan, we have constructed a solar cell plant in Vietnam and established a new solar cell plant in Ethiopia and a solar module plant in Texas, U.S. We are also analyzing and evaluating the timing and venues to further expand to build our solar cell plants.
As of the date of this annual report, we have not finalized the non-compete arrangement with VSUN memorializing such strategy and understanding. We cannot assure you that our planned operations, personnel, systems, internal procedures and controls will be able to support our future growth as expected.
As of the date of this annual report, we are in the process of negotiating a non-compete arrangement with VSUN memorializing such strategy and understanding. We cannot assure you that our planned operations, personnel, systems, internal procedures and controls will be able to support our future growth as expected.
We derived revenue from sales of solar cells to these customers since the second half of 2023, a majority of which was from the sales to VSUN, our affiliate, during the years ended December 31, 2024 and 2023. See “Item 4. Information on The Company – B.
We derived revenue from sales of solar cells to these customers since the second half of 2023, a majority of which was from the sales to VSUN, our affiliate, during the years ended December 31, 2025, 2024 and 2023.
This may also divert our management’s time and attention. 3 Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.” We have experienced operating losses and negative operating cash flows during the period from our inception in November 2022 to December 31, 2022, but recorded positive income for the years ended December 31, 2023 and 2024.
This may also divert our management’s time and attention. 3 Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.” We recorded positive income for the years ended December 31, 2023, 2024 and 2025.
We also plan to further increase our solar cell production capacity and build our own wafer slicing plant to provide a reliable integrated service solar solutions, and due to the market conditions and regulations development, we are assessing the timing and venues for our expansion plan.
We also plan to further increase our solar cell production capacity, and due to the market conditions and regulations development, we are assessing the timing and venues for our expansion plan.
Our potential profitability is particularly dependent upon the growth of the market for solar energy solutions, which may not occur at the levels we currently anticipate or at all.
There can be no assurance that we will achieve profitability and/or maintain profitability in the future. Our potential profitability is particularly dependent upon the growth of the market for solar energy solutions, which may not occur at the levels we currently anticipate or at all.
Before we obtain the requisite certifications to independently manufacture and supply solar PV modules, we intend to manufacture and supply our solar PV modules in collaboration with VSUN, leveraging the latter’s certification and brand name. However, we cannot assure you that we will continue to maintain our relationship with certain affiliates in the future.
Later, we will independently manufacture and supply PV modules under the VSUN brand. However, we cannot assure you that we will continue to maintain our relationship with certain affiliates in the future.
Among the net income of $40.5 million for the year of 2024, an income of approximately $35.1 million was recognized for a decrease in fair value of contingent consideration payable. As of December 31, 2024 and 2023, we had working capital deficits of approximately $69.6 million and $86.4 million, respectively.
For the years ended December 31, 2023, 2024 and 2025, we reported a net income of $9.9 million, $40.5 million and $37.2 million, respectively. Among the net income of $40.5 million for the year of 2024, an income of approximately $35.1 million was recognized for a decrease in fair value of contingent consideration payable.
As of December 31, 2024, we have entered into supply agreements with over 45 third-party solar cell customers and are in active negotiation with several potential customers to supply our solar cells.
As of December 31, 2025, we have entered into supply agreements with over 50 third-party solar cell customers, an increase of 60% from 45 third-party cell customers from the year of 2024, and are in active negotiation with several potential customers to supply our solar cells, respectively. See “Item 4. Information on The Company – B.
This condition raises substantial doubt about our ability to continue as a going concern. Our liquidity is based on our ability to generate cash from operating activities to fund our general operations and capital expansion needs.
Our liquidity is based on our ability to generate cash from operating activities to fund our general operations and capital expansion needs.
Our solar cell plant in Ethiopia has commenced production since April 2025 with 2GW annual capacity at its phase 1 site, and we plan to further expand the capacity to 4GW by the end of the third quarter of 2025 at a selected phase 2 site utilizing the existing infrastructure at the Phase 1 site after the installment of additional equipment and facilities.
Our solar cell plant in Ethiopia has commenced production since April 2025 with 2GW annual capacity at its phase 1 site, and we reached the total capacity to 4GW by the end of the third quarter of 2025 at a selected phase 2 site. We also leased a facility located in Texas to accommodate our solar module production.
If our supplier delays or discontinues the manufacture of monocrystalline silicon wafer, we may experience delays in shipments, increased costs and cancellation of orders for our products. Failure to establish cost-effective alternative suppliers within reasonable timeframes, or encountering difficulties in sourcing monocrystalline silicon wafers from other third parties, could have adverse effects on our business and operational performance.
Failure to establish cost-effective alternative suppliers within reasonable timeframes, or encountering difficulties in sourcing monocrystalline silicon wafers from other third parties, could have adverse effects on our business and operational performance. For additional concentration risk, see “
Among the net income of $40.5 million for the year of 2024, an income of approximately $35.1 million was recognized for a decrease in fair value of contingent consideration payable. There can be no assurance that we will achieve profitability and/or maintain profitability in the future.
Among the net income of $40.5 million for the year of 2024, an income of approximately $35.1 million was recognized for a decrease in fair value of contingent consideration payable. Among the net income of $37.2 million for the year of 2025, a share-based compensation expenses of approximately $13.7 million was recognized.
Furthermore, we will need to establish our relationships with customers, suppliers and other third parties and enter into relevant commercial agreements that are critical to our business growth.
Furthermore, we will need to establish our relationships with customers, suppliers and other third parties and enter into relevant commercial agreements that are critical to our business growth. We are preparing ourselves for the manufacturing of solar PV modules for sales in the United States, allowing our affiliate VSUN to focus on ex-U.S. PV module markets.
VSUN, our affiliate and a majority-owned subsidiary of Fuji Solar, is a specialized PV modules producer with an established presence and brand recognition in regions including the United States, Europe and Asia. We have derived business and financial support from our affiliates. See “Item 7.B.– Related Party Transactions” for further details.
If we are no longer able to benefit from the competitive edge from our relationship with VSUN, our business may be adversely affected. VSUN, our affiliate, is a specialized PV modules producer with an established presence and brand recognition in regions including the United States, Europe and Asia. We have derived business and financial support from our affiliates.
In addition, one third party supplier accounted for approximately 16.9% and 14.8% of our total purchase of inventories for the years ended December 31, 2024 and 2023, respectively. Monocrystalline silicon wafer is the critical material for the production of solar cells, and we may not be able to find replacements or immediately transition to alternative suppliers if necessary.
Monocrystalline silicon wafer is the critical material for the production of solar cells, and we may not be able to find replacements or immediately transition to alternative suppliers if necessary. If our supplier delays or discontinues the manufacture of monocrystalline silicon wafer, we may experience delays in shipments, increased costs and cancellation of orders for our products.
We manufacture and supply our solar cells under the “ TOYO Solar ” brand to our affiliate VSUN and a select group of PV module manufacturers.
See “Item 7.B.– Related Party Transactions” for further details. We manufacture and supply our solar cells under the “ TOYO Solar ” brand to our affiliate VSUN and a select group of PV module manufacturers. In September 2025, we acquired VSUN brands. We plan to supply our solar PV modules, initially in collaboration with VSUN, leveraging its experience and certification.
We also leased a facility located in Texas to accommodate our solar module production with an expected annual capacity of 6.5GW by 2029. We plan to complete the construction for the first 1GW capacity and commence production in the middle of 2025 at the Texas plant.
We completed the construction for the first 1GW capacity and commenced production in October 2025 at the Texas plant. We expect to achieve a total of 2GW solar module production capacity at the Texas plant by the end of 2026.
Removed
While in line with the overall strategy of Fuji Solar and its controlling shareholder, WWB, we are preparing ourselves for the manufacturing of solar PV modules for sales in the United States, allowing our affiliate VSUN to focus on ex-U.S. PV module markets.
Added
We commenced production of solar module production with 1GW production capacity in October 2025 at the Texas plant and expect to achieve a total of 2GW solar module production capacity at the Texas plant by the end of 2026.
Removed
If we are no longer able to benefit from the competitive edge from our relationship with Fuji Solar, WWB, Abalance Corporation and VSUN, our business may be adversely affected. We derive a competitive edge from our relationship with Fuji Solar, WWB, Abalance Corporation and VSUN.
Added
Among the net income of $37.2 million for the year of 2025, a share-based compensation expenses of approximately $13.7 million was recognized. As of December 31, 2025, 2024 and 2023, we had working capital deficits of approximately $123.9 million, $69.6 million and $86.4 million, respectively. This condition raises substantial doubt about our ability to continue as a going concern.
Removed
Fuji Solar is our affiliate and a majority-owned subsidiary of WWB, a Japanese company that develops photo voltaic systems and sells construction equipment and related parts. WWB is a subsidiary of Abalance Corporation, a public company listed on the Tokyo Stock Exchange that is engaged in the investment, development, construction and operation of solar energy projects globally.
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In 2025, the price of polysilicon remained relatively stable throughout the year, without the significant volatility seen in prior periods.
Removed
For the period since inception to December 31, 2022, we reported a net loss of $0.2 million. For the years ended December 31, 2023 and 2024, we reported a net income of $9.9 million and $40.5 million, respectively.
Added
In addition, one third party supplier accounted for approximately 16.9% and 14.8% of our total purchase of inventories for the years ended December 31, 2024 and 2023, respectively. For the year ended December 31, 2025, no third party supplier accounted for more than 10% of our total purchase of inventories.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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We expect to add facilities as we grow our employee base and expand geographically. We believe that our facilities are sufficient to meet our needs for the immediate future, and that, should it be needed, suitable additional space will be available to accommodate expansion of our operations. See “Item 4.
We believe that our facilities are sufficient to meet our needs for the immediate future, and that, should it be needed, suitable additional space will be available to accommodate expansion of our operations. See “Item 4.
We also expect to compete with future entrants into the PV solar industry and existing market participants that offer new or differentiated technological solutions. Employees We had 528, 814 and 8 full-time employees as of December 31, 2024, December 31, 2023 and December 31, 2022, respectively. Almost all full-time employees as of December 31, 2024 are located in Vietnam.
We also expect to compete with future entrants into the PV solar industry and existing market participants that offer new or differentiated technological solutions. Employees We had 2,552,528 and 814 full-time employees as of December 31, 2025, 2024 and 2023, respectively.
The following table sets forth the number of our employees categorized by function as of December 31, 2024: Number % of Total Employees Function: Manufacturing 332 62.9 Technology and development 98 18.6 Operation 42 8.0 Purchasing, warehousing and logistics 37 7.0 General and administration 14 2.7 Sales 5 0.8 Total Number of Employees 528 100 Our success depends on our ability to attract, retain and motivate qualified personnel.
The following table sets forth the number of our employees categorized by function as of December 31, 2025: Number % of Total Employees Function: Manufacturing 2,069 81 Technology and development 120 4.7 Operation, purchasing, warehousing and logistics 151 6 Purchasing, warehousing and logistics 0 0 General and administration 204 8 Sales 8 0.3 Total Number of Employees 2,552 100 Our success depends on our ability to attract, retain and motivate qualified personnel.
We leased approximately 31,500 square meters of space for phase 1 our solar cell plant in Hawassa, Ethiopia, and the lease term is until October 6, 2034. We have selected a facility to build our phase 2 solar cell plant with 11,000 square meters, adjacent to the phase 1 site.
We leased approximately 35,000 square meters of space for phase 1 of our solar cell plant in Hawassa, Ethiopia, and the lease term is until October 6, 2034. We also leased approximately 11,000 square meters of space for phase 2 of our solar cell plan in Hawassa, Ethiopia, and the lease term is until August, 2035.
We have entered into a short-term lease agreement and expect to enter into a 10-year lease agreement for this facility once we complete relevant administrative procedures. We also leased approximately 567,140 square feet of space for our solar module production in the Houston metropolitan area, Texas, and the lease term is until to August 31, 2034.
We also leased approximately 567,140 square feet of space for our solar module production in the Houston metropolitan area, Texas, and the lease term is until August 31, 2034. We expect to add facilities as we grow our employee base and expand geographically.
Information on The Company — Our Constructed and Pipeline Manufacturing Plants” above for more information regarding our existing cell plant. 43 Legal Proceedings We are not currently a party to any litigation or legal proceedings that, in the opinion of our management, are likely to have a material adverse effect on our business.
Except as disclosed in this annual report, we are not currently a party to any litigation or legal proceedings that, in the opinion of our management, are likely to have a material adverse effect on our business. From time to time, we have been, and may become involved in litigation or other legal proceedings.
From time to time, we have been, and may become involved in litigation or other legal proceedings. For example, please references to our Current Report on Form 6-K filed with the SEC on December 20, 2024. Regardless of outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.
Regardless of outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources and other factors.
Added
Information on The Company — Our Constructed and Pipeline Manufacturing Plants” above for more information regarding our existing cell plant. 43 Legal Proceedings On March 26, 2026, the U.S.
Added
International Trade Commission (the “USITC”) instituted an investigation pursuant to Section 337 of the Tariff Act of 1930, captioned Certain TOPCon Solar Cells, Modules, Panels, Components Thereof, and Products Containing Same (Inv. No. 337-TA-1494). The investigation is based on a complaint filed by First Solar, Inc.
Added
(“First Solar”) on February 24, 2026, as supplemented on March 10, 2026, alleging that certain respondents, including Toyo Co., Ltd., Toyo Solar Texas, LLC and VSUN Solar USA Inc. of Fremont, violated Section 337 by importing into the United States certain TOPCon solar cells, modules, panels, components thereof, and products containing the same (the “TOPCon products”), that allegedly infringe one or more U.S. patents asserted by First Solar.
Added
First Solar has requested that the USITC issue a general exclusion order that would bar the TopCon products from entry into the United States, or in the alternative a limited exclusion order, as well as cease and desist orders against the respondents.
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The USITC will set a target date for completion of the investigation within 45 days after commencement of the investigation. As of the date of this annual report, USITC has not made any determination on the merits of the allegations, and our products continue to be imported and sold in the United States in the ordinary course.
Added
As of the date of this annual report, we are unable to predict the outcome of the investigation or whether any remedial orders will be issued. We will evaluate the potential impact of this matter as the investigation progresses.
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As previously disclosed, on December 6, 2024, Shanghai Jinko Green Energy Enterprise Management Co, Ltd and Zhejiang Jinko Solar Co., Ltd. (collectively “JINKO”) filed a complaint with the U.S.
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District Court of the Northern District of California (Case No. 3:24-cv-08828-JSC) (the “CA Case”) against Abalance Corporation, TOYO’s controlling shareholder, and certain of its subsidiaries, including TOYO, alleging that VSUN’s solar panel products (including TOPCON N-type solar panels) utilize JINKO’s patented technologies without authorization.
Added
On February 7, 2025, JINKO initiated a separate action against Company’s customer, Waaree Solar Americas Inc. and Waare Energies Limited in the U.S. District Court for the Southern District of Texas (Houston Division) (Case No. 4:25-cv-00532-GCH) (the “TX Case”), in which TOYO Solar Company Limited (f/k/a Vietnam Sunergy Cell Company Ltd.), Toyo America LLC, and Toptoyo Investment Pte.
Added
Pursuant to a certain settlement and release agreement between JINKO and TOYO dated December 30, 2025, on January 30, 2026, the CA Case was dismissed pursuant to a joint stipulation of dismissal of JINKO and Vietnam Sunergy Joint Stock Company, Vietnam Sunergy (BAC NINH) Company Limited, VSUN Solar USA Inc., TOYO Co., Ltd., TOYO Solar Company Limited f/k/a Vietnam Sunergy Cell Company Limited, TOYO Solar Texas LLC, and TOYO Solar Manufacturing One Member Private Limited Company).
Added
In addition, on February 20, 2026, the TX Case was dismissed with respect to TOYO Solar Company Limited (f/k/a Vietnam Sunergy Cell Company Ltd.), Toyo America LLC, Toptoyo Investment Pte. Ltd. pursuant to the parties’ joint stipulation.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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We maintain close communication with major equipment manufacturers through which we aim to keep up with the latest technology, provide feedback and improvement suggestions to issues identified during the production process, which we believe would enhance the efficiency of our production. We also propose improvement plans to equipment suppliers for problems found in the production process.
We maintain close communication with major equipment manufacturers through which we aim to keep up with the latest technology, provide feedback and improvement suggestions to issues identified during the production process, which we believe would enhance the efficiency of our production. We also propose improvement plans for equipment suppliers for problems found in the production process.
See “Item 7.B.– Related Party Transactions — Other Related Party Transactions — Sales of Solar Cells to VSUN” for specific pricing method for sales of solar cells to VSUN, our affiliate. Existing and Future Arrangements with VSUN ● Loan received from VSUN. For the year ended December 31, 2024, we did not borrow loans from VSUN.
See “Item 7.B.– Related Party Transactions — Other Related Party Transactions — Sales of Solar Cells to VSUN” for specific pricing method for sales of solar cells to VSUN, our affiliate. Existing and Future Arrangements with VSUN ● Loan received from VSUN. For the year ended December 31, 2025, we did not borrow loans from VSUN.
Our subsidiaries are also set forth in Exhibit 8.1 to this annual report.
Our principal subsidiaries are also set forth in Exhibit 8.1 to this annual report.
For the years ended December 31, 2024 and 2023, we purchased raw materials from VSUN’s subsidiary in an amount of approximately $48.5 million and $49.6 million, which accounted for approximately 55.0% and 64.5% of our total purchase of inventories, and made approximately $nil and $24.8 million in prepayment, respectively.
For the years ended December 31, 2025, 2024 and 2023, we purchased raw materials from VSUN’s subsidiary in an amount of approximately $102.7 million, $48.5 million and $49.6 million, which accounted for approximately 31.6%, 55.0% and 64.5% of our total purchase of inventories, and made approximately $nil, $nil and $24.8 million in prepayment, respectively.
Following the consummation of the Business Combination, we are expected to become the first Japanese solar cell company listed in the United States, uniquely positioned to combine the U.S. capital markets, Japanese products, brands and management team, as well as Southeast Asia’s manufacturing resources, to enhance its competitiveness in the solar industry and become a reliable supplier of quality solar cells and PV modules to the global solar energy community.
We are the first Japanese solar cell company listed in the United States, uniquely positioned to combine the U.S. capital markets, Japanese products, brands and management team, as well as Southeast Asia’s manufacturing resources, to enhance its competitiveness in the solar industry and become a reliable supplier of quality solar cells and PV modules to the global solar energy community.
VSUN, our affiliate and a majority-owned subsidiary of Fuji Solar, is a specialized PV modules producer with an established presence and brand recognition in regions including the United States, Europe and Asia. Since the third quarter of 2019, VSUN has been listed by Bloomberg New Energy Finance (NEF) as one of Tier 1 PV module manufacturers.
VSUN, our affiliate, is a specialized PV modules producer with an established presence and brand recognition in regions including the United States, Europe and Asia. Since the third quarter of 2019, VSUN has been listed by Bloomberg New Energy Finance (NEF) as one of Tier 1 PV module manufacturers.
For the year ended December 31, 2023, we borrowed loans of approximately $93.6 million (VND 2.2 trillion) from VSUN as working capital and payment for property and equipment, respectively. Each loan is matured in one year from borrowing.
For the year ended December 31, 2024, we did not borrow loans from VSUN. For the year ended December 31, 2023, we borrowed loans of approximately $93.6 million (VND 2.2 trillion) from VSUN as working capital and payment for property and equipment, respectively. Each loan is matured in one year from borrowing.
Raw Materials Our procurement of raw materials for N-type TOPCon solar cell production is carefully executed to ensure quality and compliance with strict U.S. importing policies. We procure both polysilicon and silicon wafers from third-party suppliers. In obtaining polysilicon, we only partner with suppliers that are pre-approved by the United States and comply with the necessary standards and regulations.
Raw Materials Our procurement of raw materials for solar cell production is carefully executed to ensure quality and compliance with strict U.S. importing policies. We procure both polysilicon and silicon wafers from third-party suppliers. In obtaining polysilicon, we only partner with suppliers that are pre-approved by the United States and comply with the necessary standards and regulations. See “Item 4.
As of December 31, 2023, the credit facility was collateralized by all of our property, equipment, and equity interest of $50 million owned by VSUN. VSUN no longer guaranteed the bank credit facility for the Company since December 31, 2024. As of December 31, 2024, the credit facility was collateralized by certain of the Company’s machinery and guaranteed by SinCo.
As of December 31, 2023, the credit facility was collateralized by all of our property, equipment, and equity interest of $50 million owned by VSUN. VSUN no longer guaranteed the bank credit facility for the Company since December 31, 2024.
As of the date of this annual report, Solar Texas LLC has completed the phase 1 construction and expect to complete the construction for 1GW capacity and commence commercial production in the middle of 2025 at the Texas Facility. 31 The following charts summarize our corporate legal structure and identify our subsidiaries as of the date of this annual report.
As of the date of this annual report, Solar Texas LLC has completed the phase 1 construction and completed the construction for 1GW capacity and commence commercial production in October 2025 at the Texas Facility. 31 The following charts summarize our corporate legal structure and identify our subsidiaries as of the date of this annual report.
This culture aligns corporate growth with personal career goals and encourages employees to be self-driven. We believe that this unique Japanese-style corporate culture, combined with our management’s extensive expertise, will enable us to strive for and sustain operational excellence, setting us apart from our competitors.
Our corporate culture that values discipline and a down-to-earth attitude aligns corporate growth with personal career goals and encourages employees to be self-driven. We believe that this unique Japanese-style corporate culture, combined with our management’s extensive expertise, will enable us to strive for and sustain operational excellence, setting us apart from our competitors.
Prices for this segment are slightly higher compared to utility-scaled customers. ● Residential. Sales for residential customers are generally conducted through distributors, with prices higher than those for commercial and industrial customers. 37 We are committed to delivering reliable and high-quality solar module products from our U.S. plant.
Sales for residential customers are generally conducted through distributors, with prices higher than those for commercial and industrial customers. 37 We are committed to delivering reliable and high-quality solar module products from our U.S. plant.
VSUN’s solar modules are recognized as the core assets of efficient and reliable PV power stations, which would be beneficial for solar market players who utilize VSUN’s solar modules to obtain financing from such banks and financial institutions.
VSUN’s solar modules are recognized as the core assets of efficient and reliable PV power stations, which would be beneficial for solar market players who utilize VSUN’s solar modules to obtain financing from such banks and financial institutions. In September 2025, TOYO acquired the VSUN brand from VSUN.
For the years ended December 31, 2024 and 2023, we accrued interest expenses of approximately $1.4 million and $3.2 million on the borrowings, respectively. For the year ended December 31, 2024, the Company reversed interest expenses of 2023 in the amount of $1,505,865 as a result of reduced interest rate of borrowings. See “ Item 5.
For the years ended December 31, 2025, 2024 and 2023, we accrued interest expenses of approximately $0.9 million, $1.4 million and $3.2 million on the borrowings, respectively. For the year ended December 31, 2024, the Company reversed interest expenses of 2023 in the amount of approximately $1.5 million as a result of reduced interest rate of borrowings.
Potential Expansion Plans We are committed to becoming a reliable integrated service solar solutions provider in the United States and globally, integrating the upstream production of wafer, midstream production of solar cell, downstream production of PV modules, and potentially other stages of the solar power supply chain. We aim to achieve greater efficiency, quality control, and cost savings.
Potential Expansion Plans We are committed to becoming a reliable integrated service solar solutions provider in the United States and globally, integrating midstream production of solar cell, downstream production of PV modules, and potentially other stages of the solar power supply chain.
We believe that, by leveraging VSUN’s successful experience and market insights, as well as its strong presence and reputation in the solar industry, we are able to quickly obtain access to the U.S. market with minimal upfront marketing and brand promotion, and build “ TOYO Solar ” as a trusted PV module supplier brand in the United States and even globally. 33 We inherited corporate culture from Fuji Solar, WWB and Abalance, which we believe will enable us to strive for and sustain operational excellence.
We believe that by leveraging VSUN’s successful experience and market insights, as well as its strong presence and reputation in the solar industry, we will be able to quickly obtain access to the U.S. market with minimal upfront marketing and brand promotion, and establish ourselves as a trusted PV module supplier in the United States and even globally. 33 We believe our Japanese-style corporate culture will enable us to strive for and sustain operational excellence.
This share was expected to further increase to around 60% in 2024, and is estimated to reach approximately 80% by 2026. We believe that with our 4GW TOPCon cell production capacity, which is expected to increase to 6GW following completion of phase 2 of solar cell plant construction in Ethiopia, we are well-positioned to meet this substantial demand.
This share was expected to further increase to around 60% in 2024, and is estimated to reach approximately 80% by 2026. We believe that with our 6GW TOPCon cell production capacity, we are well-positioned to meet this substantial demand.
We believe that sharing the same corporate culture and management style with Fuji Solar, WWB, Abalance, and VSUN, and leveraging their successful experience, will enable us to quickly grow as an independent entity and achieve our operational objectives. 35 Dedicated management team and a culture of excellence We have a dedicated and experienced management team with an average of 20 years in the solar industry, which is currently undergoing rapid development and technological advancements.
We believe that our corporate culture and management style could enable us to quickly grow as an independent entity and achieve our operational objectives. 35 Dedicated management team and a culture of excellence We have a dedicated and experienced management team with an average of 21 years in the solar industry, which is currently undergoing rapid development and technological advancements.
A New Module Plant in the United States We have established a solar module plant at a leased facility located in Houston metropolitan area, Texas. We plan to complete the construction for the first 1GW capacity and commence production in the middle of 2025 at the Texas plant.
A New Module Plant in the United States We have established a solar module plant at a leased facility located in Houston metropolitan area, Texas. We completed the construction for the first 1GW capacity and commenced production in October 2025 at the Texas plant.
(6) TOYO SOLAR MANUFACTURING ONE MEMBER PRIVATE LIMITED COMPANY (“TOYO SOLAR PLC”) was incorporated on October 8, 2024 in Ethiopia, as a wholly owned subsidiary of SinCo..
(6) TOYO SOLAR MANUFACTURING ONE MEMBER PRIVATE LIMITED COMPANY (“TOYO SOLAR PLC”) was incorporated on October 8, 2024 in Ethiopia, as a wholly owned subsidiary of SinCo. (7) TOYO ENERGY LLC (“TOYO SOLAR PLC”) was incorporated on April 21, 2025 in Delaware, as a wholly owned subsidiary of TOYO Holdings US.
We are in the process of negotiating a non-compete arrangement with VSUN, under which our affiliate VSUN will focus on ex-U.S.
Later, we will independently manufacture and supply PV modules under the VSUN brand. ● Non-compete arrangement with VSUN. We are in the process of negotiating a non-compete arrangement with VSUN, under which our affiliate VSUN will focus on ex-U.S.
We may plan to further increase our solar cell production capacity and build our own wafer slicing plant to provide a reliable integrated service solar solutions, and due to the market conditions and regulations development, we are assessing the timing and venues for our expansion plan.
We expect AGVs to significantly reduce human labor requirement at our plant. We may plan to further increase our solar cell production capacity to provide a reliable integrated service solar solutions, and due to the market conditions and regulations development, we are assessing the timing and venues for our expansion plan.
The management system is centered around the manufacturing sites, ensuring that decisions are made close to where the actual work is being done. This proximity allows for real-time adjustments and improvements, enhancing overall operational efficiency. ● Rapid Problem-Solving. The Japanese-style management system is designed to quickly identify and resolve issues that arise on the manufacturing floor.
This proximity allows for real-time adjustments and improvements, enhancing overall operational efficiency. ● Rapid Problem-Solving. The Japanese-style management system is designed to quickly identify and resolve issues that arise on the manufacturing floor.
By focusing on quality raw materials, establishing in-house production capabilities, and strategically locating manufacturing facilities, we aim to optimize our operations and provide high-quality solar cells and modules to customers in Southeast Asia and the U.S. market.
Information on The Company – B. Business — Our Constructed and Pipeline Manufacturing Plants” above for more details regarding our construction plan. By focusing on quality raw materials, establishing in-house production capabilities, and strategically locating manufacturing facilities, we aim to optimize our operations and provide high-quality solar cells and modules to customers in Southeast Asia and the U.S. market.
Our management has a track record of effective cost management, which is crucial in a competitive and rapidly evolving industry. ● Technological Acumen. Given the fast-paced technological advancements in the solar industry, our management’s expertise in staying ahead of the curve is invaluable. We inherited corporate culture from Fuji Solar, WWB and Abalance that values discipline and a down-to-earth attitude.
Our management has a track record of effective cost management, which is crucial in a competitive and rapidly evolving industry. ● Technological Acumen. Given the fast-paced technological advancements in the solar industry, our management’s expertise in staying ahead of the curve is invaluable.
Operating And Financial Review and Prospects — Liquidity, Capital Resources and Going Concern –– Entry into a Bank Credit Facility ” for further details. ● Collaboration with VSUN in manufacturing and supply of solar modules.
Operating And Financial Review and Prospects — Liquidity, Capital Resources and Going Concern –– Entry into a Bank Credit Facility ” for further details. ● Collaboration with VSUN in manufacturing and supply of solar modules. In September 2025, we acquired VSUN brands. We plan to supply our solar PV modules, initially in collaboration with VSUN, leveraging its experience and certification.
We have strategically selected a solar cell plant located in Hawassa, Ethiopia, taking advantage of the country’s favorable investment policies, tariff status and ample hydropower supply.
We have strategically selected a solar cell plant located in Hawassa, Ethiopia, taking advantage of the country’s favorable investment policies, tariff status and ample hydropower supply. Our solar cell plant in Ethiopia has commence production in April 2025 with 2GW production capacity and expanded the capacity to 4GW in August 2025.
This is further complicated by the tense trade relations between China and the United States, presenting a stringent test for our management. Our leadership has proven success in various aspects of the solar industry, including: ● Market Understanding.
This is further complicated by the uncertainty surrounding U.S. tariff policies with other countries, presenting a stringent test for our management. Our leadership has proven success in various aspects of the solar industry, including: ● Market Understanding.
As of December 31, 2024, the Company had drawn down approximately $21.0 million from BIDV and had unused credit facility of approximately $69.0 million. See “ Item 5.
As of December 31, 2025, the credit facility was collateralized by certain of the Company’s machinery and guaranteed by SinCo . As of December 31, 2025, the Company had drawn down approximately $5.5 million from BIDV and had unused credit facility of approximately $84.5 million. See “ Item 5.
The timing and venue of this plant’s development will also depend on market conditions and the company’s strategic objectives. 39 Currently, these expansion plans are pending as the management is actively observing and analyzing the recent changes and development in relevant regulations and government policies and environmental conditions and evaluating the construction plan, as well as construction costs and customer demands, and expects to commence the construction when there is more clarity in the relevant regulations and government policies.
We estimate to reach approximately 1.4GW production capacity for such new solar cell plant. 39 Currently, these expansion plans are pending as the management is actively observing and analyzing the recent changes and development in relevant regulations and government policies and environmental conditions and evaluating the construction plan, as well as construction costs and customer demands, and expects to commence the construction when there is more clarity in the relevant regulations and government policies.
We intend to enhance our operational efficiency by integrating the upstream production of wafer, midstream production of solar cell, and downstream production of PV modules.
We intend to enhance our operational efficiency by integrating the upstream production of wafer, midstream production of solar cell, and downstream production of PV modules. Specifically, in addition to the cell plants in Vietnam and Ethiopia for the midstream production, we have leased a facility located in Texas to accommodate our solar module production for the downstream production.
We believe sharing the same corporate culture and management style with Fuji Solar, WWB, Abalance and VSUN and leveraging their successful experience will enable us to quickly grow as an independent entity and achieve our operational objectives.
We believe our corporate culture and management style could enable us to quickly grow as an independent entity and achieve our operational objectives.
We have been, and may from time to time in the future, be subject to other allegations that we have infringed the intellectual property rights of third parties. For example, please references to our Current Report on Form 6-K filed with the SEC on December 20, 2024. See “
We have been, and may from time to time in the future, be subject to other allegations that we have infringed the intellectual property rights of third parties. For example, please see “Item 4. Information on the Company – B. Business Overview – Legal Proceedings” of this annual report. See “
We intend to manufacture and supply our solar PV modules, initially in collaboration with VSUN, leveraging its certification and brand name, and, after we obtain the requisite certifications, independently manufacture and supply PV modules under “ TOYO Solar. ” Thereafter, we also plan to construct a solar cell plant in the U.S. and our own wafer slicing plant at a selected location, and continue to be dedicated to becoming a reliable integrated service solar solutions provider in the United States and globally.
Thereafter, we also plan to construct a solar cell plant in the U.S. at a selected location and continue to be dedicated to becoming a reliable integrated service solar solutions provider in the United States and globally.
The lease term for this facility is from April 1, 2024 to August 31, 2034. The total rent during the lease term is approximately $46.68 million payable monthly.
Solar Texas LLC has completed the phase 1 construction of a solar module plant in Texas with 567,140 square feet located in the Houston metropolitan area, Texas. The lease term for this facility is from April 1, 2024 to August 31, 2034. The total rent during the lease term is approximately $46.68 million payable monthly.
We may plan to further increase our solar cell production capacity in Vietnam and the U.S. and build our own wafer slicing plant to provide a reliable integrated service solar solutions, pending the management’s analysis and evaluation of regulatory developments, construction costs and customer demands.
We expect to achieve a total of 2GW solar module production capacity at the Texas plant by the end of 2026. We may plan to further increase our solar cell production capacity, pending the management’s analysis and evaluation of regulatory developments, construction costs and customer demands.
As of December 31, 2024, we had entered into supply agreements with over 45 third-party solar cell customers and are in active negotiation with several potential customers to supply our solar cells.
As of December 31, 2025, we had entered into supply agreements with over 50 third-party solar cell customers and are in active negotiation with several potential customers to supply our solar cells. We are preparing ourselves for the manufacturing of solar PV modules for sales in the United States, allowing our affiliate VSUN to focus on ex-U.S. PV module markets.
Once complete, we estimates this new facility will create up to 880 jobs, including manufacturing and engineering. The phase 1 solar cell plant is built at a leased facility with 31,500 square meters in Hawassa and will be modified to meet the needs of a modern, automated cell production.
The phase 1 solar cell plant is built at a leased facility with 31,500 square meters in Hawassa and will be modified to meet the needs of a modern, automated cell production. The term of the lease is 10 years, renewable for five additional terms, each of 5 years, by the notice of TOYO.
Pricing Strategy Our pricing strategy varies depending on the type of customer: ● Utility-scaled. Strategic customers are approached through direct sales by top management, and pricing is determined based on production costs. Other utility customers are priced based on lead times. ● Commercial and Industrial. These customers are valuable for demonstration purposes and are approached through direct sales.
If demand surpasses our capacity, VSUN will stand ready to provide OEM services to fulfill additional customer needs. Pricing Strategy Our pricing strategy varies depending on the type of customer: ● Utility-scaled. Strategic customers are approached through direct sales by top management, and pricing is determined based on production costs.
As a result, based on the 2024 Audited Net Profit in the amount of $5,400,319, which excludes changes in fair value of Earnout Shares, the Company expected an aggregate of 1,712,297 Earnout Shares to become vested in full and to be released from the Earnout Escrow Account to the Sellers, and the remaining 11,287,703 Earnout Shares are expected to be surrendered to TOYO for no consideration and cancelled by TOYO after the filing of this annual report.
On May 14, 2025, based on the 2024 Audited Net Profit, which excludes changes in the fair value of Earnout Shares, the Company released from the Earnout Escrow Account an aggregate of 1,712,297 Earnout Shares, that were fully vested, and cancelled the remaining 11,287,703 Earnout Shares.
Operating And Financial Review and Prospects — Liquidity, Capital Resources and Going Concern –– Related Party Borrowing ” for further details. ● Supply of solar cells to VSUN. For the years ended December 31, 2024 and 2023, we derived revenue from sales of solar cells to VSUN in an amount of approximately $116.9 million and $61.5 million, respectively.
See “ Item 5. Operating And Financial Review and Prospects — Liquidity, Capital Resources and Going Concern –– Related Party Borrowing ” for further details. ● Supply of solar cells to VSUN.
Specifically, we have leased a facility located in Texas to accommodate our solar module production with an expected annual capacity of 6.5GW by 2029. We plan to complete the construction for the first 1GW capacity and commence production in the middle of 2025.
Specifically, we have leased a facility located in Texas to accommodate our solar module production. We completed the construction for the first 1GW capacity and commenced production in October 2025. We plan to supply our solar PV modules, initially in collaboration with VSUN, leveraging its experience and certification.
Further, we intend to implement the Japanese-style management system that was proven to be effective by Fuji Solar, WWB, Abalance and VSUN, which is centered around the manufacturing sites and intended to resolve issues arising from the sites in the most efficient and effective manner.
This Japanese-style corporate culture values discipline and a down-to-earth attitude, aligns corporate growth and personal career goals, and encourages employees to be self-driven. Further, we intend to implement the Japanese-style management system which is centered around the manufacturing sites and intended to resolve issues arising from the sites in the most efficient and effective manner.
In line with the overall strategy of Fuji Solar and its controlling shareholder WWB, we are preparing ourselves for the manufacturing of solar PV modules for sales in the United States, allowing our affiliate VSUN to focus on ex-U.S. PV module markets.
We are preparing ourselves for the manufacturing of solar PV modules for sales in the United States, allowing VSUN to focus on ex-U.S. PV module markets. Specifically, we have leased a facility located in Texas to accommodate our solar module production. We completed the construction for the first 1GW capacity and commenced production in October 2025 at the Texas plant.
By incorporating AGVs into our cell plant, we expect our production to require significantly less human labor as compared to traditional plants with a similar production capacity. TOPCon Technology Our plant has adopted the latest Tunnel Oxide Passivated Contact (TOPCon) solar cell technology.
By incorporating AGVs into our cell plant, we expect our production to require significantly less human labor as compared to traditional plants with a similar production capacity. Production Technology and R&D Our core objectives are to continuously improve photovoltaic cell conversion efficiency, reduce production costs, and expand market application boundaries.
Efficiency-driven Japanese style management system We are in the process of implementing a Japanese-style management system, which has been proven effective by Fuji Solar, WWB, Abalance, and VSUN. This system is characterized by three key principles: ● Factory-Centric Approach.
Efficiency-driven Japanese style management system We are in the process of implementing a Japanese-style management system. This system is characterized by three key principles: ● Factory-Centric Approach. The management system is centered around the manufacturing sites, ensuring that decisions are made close to where the actual work is being done.
This strategic move is aimed at better serving the U.S. market by positioning the manufacturing closer to customers. We believe a local presence will enable us to be more responsive to customer demand and be quicker to adjust to production and delivery schedules.
We believe a local presence will enable us to be more responsive to customer demand and be quicker to adjust to production and delivery schedules. This proximity to the market can enhance relationships with customers and provide a competitive edge in terms of lead times and shipping costs.
We have entered into three framework agreements with VSUN in August and November 2023 and October 2024, respectively.
For the years ended December 31, 2025, 2024 and 2023, we derived revenue from sales of solar cells to VSUN in an amount of approximately $154.7 million, $116.9 million and $61.5 million, respectively. We have entered into three framework agreements with VSUN in August and November 2023 and October 2024, respectively.
We intend to manufacture and supply our solar PV modules, initially in collaboration with VSUN, leveraging its certification and brand name, and, after we obtain the requisite certifications, independently manufacture and supply PV modules independently under the “ TOYO Solar ” brand. See “Item 4. Information on The Company – B.
We plan to supply our solar PV modules, initially in collaboration with VSUN, leveraging its experience and certification. Later, we will independently manufacture and supply PV modules under the VSUN brand acquired by us in September 2025. Our module facility in the Houston metropolitan area commenced commercial operations in October 2025.
We plan to complete the construction for first 1GW solar module manufacturing capacity and commence commercial production at our solar module plant in Texas in the middle of 2025 and may further expand it to 6.5GW by 2029.. If demand surpasses our capacity, VSUN will stand ready to provide OEM services to fulfill additional customer needs.
We completed the construction for first 1GW solar module manufacturing capacity and commenced commercial production at our solar module plant in Texas in October 2025. We expect to achieve a total of 2GW solar module production capacity at the Texas plant by the end of 2026.
Removed
Our solar cell plant in Ethiopia has commence production since April 2025 with 2GW production capacity and plan to expand the capacity to 4GW by the end of the third quarter of 2025 at a selected phase 2 site utilizing the existing infrastructure at the Phase 1 site after the installment of additional equipment and facilities.
Added
(8) TOYO SOLAR CLEAN ENERGY COMPANY LIMITED (“TOYO SOLAR CLEAN ENERGY”) was incorporated on December 5, 2025 in Vietnam as a limited liability company and is a wholly owned subsidiary of SinCo.
Removed
We derive competitive edge from our relationship with Fuji Solar, WWB, Abalance and VSUN. Fuji Solar, our affiliate, is a majority-owned subsidiary of WWB, a Japanese company that develops photo voltaic systems and sells construction equipment and related parts.
Added
Later, we will independently manufacture and supply PV modules under the VSUN brand acquired by us in September 2025. Our module facility in the Houston metropolitan area commenced commercial operations in October 2025. We also plan to continue our collaboration with VSUN to support our PV module supply under VSUN brand based on market demands and our business development.
Removed
WWB is a subsidiary of Abalance, a public company listed on the Tokyo Stock Exchange that has extensive experience and expertise in the investment, development, construction and operation of solar energy projects globally.
Added
The acquisition supports TOYO’s strategic expansion into the U.S market, complementing its existing manufacturing footprint for solar cells in Vietnam and Ethiopia.
Removed
This Japanese-style corporate culture values discipline and a down-to-earth attitude, aligns corporate growth and personal career goals, and encourages employees to be self-driven.
Added
We also plan to continue our collaboration with VSUN to support our PV module supply under VSUN brand based on market demands and our business development. See “Item 4. Information on The Company – B. Business — Customers and Sales — Existing and Future Arrangements with VSUN” below for more details.
Removed
We expect AGVs to significantly reduce human labor requirement at our plant. Further, advancements in TOPCon technology are driving considerable developments in the solar industry, with increased manufacturing capacity, improvements in efficiency and cost advantages, according to CIC. As a result, the TOPCon technology is expected to witness substantial growth, creating an increasing demand for TOPCon cells.
Added
Other utility customers are priced based on lead times. ● Commercial and Industrial. These customers are valuable for demonstration purposes and are approached through direct sales. Prices for this segment are slightly higher compared to utility-scaled customers. ● Residential.
Removed
We are one of the largest TOPCon solar cell manufacturers in the Southeast Asia in terms of annual production capacity, which differentiates us from our competitors from Southeast Asia who are also exploring the U.S. market.
Added
As of December 31, 2025, the investment amount for this solar cell plant was approximately $154.69 million. The funds will be raised through internal resources and advance payments from business operations. As of the date of this annual report, we created approximately 1,800 jobs, including manufacturing and engineering, exceeding our original estimate of up to 880 jobs.
Removed
In line with the overall strategy of Fuji Solar and its controlling shareholder, WWB, we are preparing ourselves for the manufacturing of solar PV modules for sales in the United States, allowing VSUN to focus on ex-U.S. PV module markets.
Added
The total rent during the lease term is approximately $10.9 million, payable monthly. ● Phase 1 Project : Launched in October 2024 and commenced production in April 2025 with 2GW annual production capacity.
Removed
Specifically, we have leased a facility located in Texas to accommodate our solar module production with an expected annual capacity of 6.5GW by 2029.
Added
As of December 31, 2025, the investment amount for the Phase 1 Project was approximately $82.72 million. ● Phase 2 Project : Launched in the second quarter of 2025 and commenced production in August 2025, with 2 GW annual production capacity. Phase 2 Project is expected to requirement an investment of $71.97 million.
Removed
Business — Customers and Sales — Existing and Future Arrangements with VSUN” below for more details.
Added
We expect to achieve a total of 2GW solar module production capacity at the Texas plant by the end of 2026. This strategic move is aimed at better serving the U.S. market by positioning the manufacturing closer to customers.
Removed
Specifically, in addition to the cell plants in Vietnam and Ethiopia for the midstream production, we have leased a facility located in Texas to accommodate our solar module production with an expected annual capacity of 6.5GW by 2029 for the downstream production and assess the timing and venues to build a wafer slicing plant for the upstream production.
Added
We plan to further establish a solar cell plant at our Texas Plant in the U.S. targeting to serve U.S. customers, supported by new advanced technologies, including HJT technology.
Removed
Before we obtain the requisite certifications to independently manufacture and supply solar PV modules, we intend to manufacture and supply our solar PV modules in collaboration with VSUN, leveraging the latter’s certification and brand name. ● Non-compete arrangement with VSUN.
Added
While consolidating our existing mass production technology advantages, it plans the R&D of next-generation battery technologies, building a technology reserve system for medium- and long-term development.
Removed
This solar cell plant represents an estimated investment of $60 million and will be financed using internal resources and pre-payments from operating activities.
Added
TOPCon Technology – Current Core Mass Production Platform We continue to conduct in-depth optimization of the TOPCon mass production process, covering process improvement, key material iteration, and equipment energy efficiency enhancement, striving to continuously push mass production efficiency to industry-leading levels while maintaining cost competitiveness. 40 HJT Technology – Strategic Technology Reserve While consolidating our TOPCon technology advantages, we will increase our R&D investment in heterojunction (“HJT”) technology, covering both P-type and N-type cell architectures.
Removed
Our solar cell plant in Ethiopia has commenced production since April 2025 with 2GW annual capacity at its phase 1 site, and we plan to further expand the capacity to 4GW by the end of the third quarter of 2025 at a selected phase 2 site utilizing the existing infrastructure at the Phase 1 site after the installment of additional equipment and facilities.
Added
HJT technology has inherent advantages such as low temperature coefficient, high bifaciality, and relatively simplified process flow, making it one of the most promising next-generation mainstream technologies. We continue to deepen our HJT R&D layout, aiming to acquire the technical capabilities and engineering foundation for large-scale mass production as target material costs decrease and equipment economics continue to improve.
Removed
The term of the lease is 10 years, renewable for five additional terms, each of 5 years, by the notice of TOYO. The total rent during the lease term is approximately $7.32 million, payable monthly. We have selected a facility to build our phase 2 solar cell plant with 11,000 square meters, adjacent to the phase 1 site.
Added
HJT/Perovskite Tandem Solar Cell Technology – A Breakthrough in Efficiency Looking towards the future of technology, we will launch research and development on HJT and perovskite tandem solar cell technology.
Removed
We have entered into a six-month lease agreement and expect to enter into a 10-year lease agreement for this facility once we complete relevant administrative procedures with relevant local authorities. This six-month lease agreement will expire by May 2025, and we could extend its term if needed.
Added
The tandem architecture, by superimposing the perovskite top cell and the HJT bottom cell with complementary spectra, theoretically breaks through the efficiency limit of single-junction cells, offering a technical path towards conversion efficiencies exceeding 30%, representing a significant breakthrough in efficiency improvement for the photovoltaic industry.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

46 edited+29 added−41 removed47 unchanged
Investing Activities Net cash used in investing activities in the year ended December 31, 2024 was approximately $44.0 million, primarily attributable to purchase of property and equipment of approximately $44.0 million.
Net cash used in investing activities in the year ended December 31, 2024 was approximately $44.0 million, primarily attributable to the purchase of property and equipment of approximately $44.0 million.
Financing Activities Net cash used in financing activities in the year ended December 31, 2024 was approximately $2.1 million, which was primarily due to proceeds of $6.0 million from a private placement, borrowings from a bank, including short-term and long-term, of approximately $65.7 million and borrowings from a related party of approximately $5.0 million, partially offset by a repayment of borrowings, including short-term and long-term, of approximately $39.5 million to the bank, repayment of borrowings of approximately $38.1 million to a related party, and payment of offering cost of approximately $1.1 million.
Net cash used in financing activities in the year ended December 31, 2024 was approximately $2.1 million, which was primarily due to proceeds of $6.0 million from a private placement, borrowings from a bank, including short-term and long-term, of approximately $65.7 million and borrowings from a related party of approximately $5.0 million, partially offset by a repayment of borrowings, including short-term and long-term, of approximately $39.5 million to the bank, repayment of borrowings of approximately $38.1 million to a related party, and payment of offering cost of approximately $1.1 million.
We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us. C. Research and Development, Patents and Licenses, etc. See “Item 4.B. Business Overview – Research and Development” and “ – Intellectual Property” in this annual report.
We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us. C. Research and Development, Patents and Licenses, etc. See “Item 4.B. Business Overview – Research and Development” and “– Intellectual Property” in this annual report. D.
We aim to expand our research and development team by specifically targeting top engineering talents with a background in solar energy. Current supply-demand disparity in the United States and regulatory environment Our ability to profit also depends on the market in United States as well as the regulatory environment for the solar industry.
We aim to expand our research and development team by specifically targeting top engineering talents with a background in solar energy. 47 Current supply-demand disparity in the United States and regulatory environment Our ability to profit also depends on the market in United States as well as the regulatory environment for the solar industry.
In addition, we provided inventory write-down of approximately $2.5 million in the cost of revenues for the year of 2024, which also contributed to a higher increase rate in cost of revenues. 52 Gross profit.
In addition, we provided inventory write-down of approximately $2.5 million in the cost of revenues for the year of 2024, which also contributed to a higher increase rate in cost of revenues. Gross profit.
Additionally, we expect to incur higher costs related to accounting, auditing, legal, regulatory compliance, director and officer insurance, as well as investor relations, public relations, and other expenses associated with being a publicly traded company. 50 Interest expenses, net Interest expenses, net consists of interest expenses incurred on borrowings from banks and related parties, partially offset by interest income generated on bank deposits.
Additionally, we expect to incur higher costs related to accounting, auditing, legal, regulatory compliance, director and officer insurance, as well as investor relations, public relations, and other expenses associated with being a publicly traded company. 49 Interest expenses, net Interest expenses, net consists of interest expenses incurred on borrowings from banks and related parties, partially offset by interest income generated on bank deposits.
For the year ended December 31, 2023, we did not incur income tax expenses because our profit-generating subsidiary is entitled to a preferential tax rate of zero. Net income . As a result of the foregoing, we reported a net income of approximately $40.5 million and $9.9 million for the years ended December 31, 2024 and 2023, respectively.
For the year ended December 31, 2023, we did not incur income tax expenses because our profit-generating subsidiary is entitled to a preferential tax rate of zero. Net income . As a result of the foregoing, we reported a net income of approximately $40.5 million and $9.9 million for the years ended December 31, 2024 and 2023, respectively. 53 B.
Other than as disclosed in Note 16 to our consolidated financial statements, we did not have any significant capital and other commitments, long-term obligations or guarantees as of December 31, 2024. We have not entered into any significant financial guarantees or other commitments to guarantee the payment obligations of any third parties.
Other than as disclosed in Note 18 to our consolidated financial statements, we did not have any significant capital and other commitments, long-term obligations or guarantees as of December 31, 2024. We have not entered into any significant financial guarantees or other commitments to guarantee the payment obligations of any third parties.
For example, following the launch of a military action in Ukraine by Russia, commodity prices, including the price of oil, gas, nickel, copper and aluminum, increased. Such impacts may also be exacerbated by recent developments in the Israel-Hamas conflict.
In addition, following the launch of a military action in Ukraine by Russia, commodity prices, including the price of oil, gas, nickel, copper and aluminum, increased. Such impacts may also be exacerbated by recent developments in the Israel-Hamas conflict.
The Company also evaluated the impact from the recent tax reforms in the United States, including the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) and Inflation Reduction Act. No material impact on the Company is expected based on our analysis. We will continue to monitor the potential impact going forward.
The Company also evaluated the impact from the recent tax reforms in the United States, including the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), the One Big Beautiful Bill Act and Inflation Reduction Act. No material impact on the Company is expected based on our analysis. We will continue to monitor the potential impact going forward.
Our result of operations have not been materially impacted by the Russia-Ukraine conflict or the Israel-Hamas conflict for a number of reasons: (i) we utilize AGVs in our solar cell plant, which have reduced our reliance on manpower and the risk of production stoppages and delay; (ii) we recruit employees for our Vietnam solar cell plant primarily from Vietnam, minimizing the impact of global supply chain, if any, on our labor supply; and (iii) in obtaining polysilicon, a kind of raw materials for our solar cells, we only partner with suppliers that are pre-approved by the United States and comply with the necessary standards and regulations. 49 Components of Operating Results Revenues We commenced operations from the year of 2023.
Our result of operations have not been materially impacted by the Russia-Ukraine conflict or the Israel-Hamas conflict for a number of reasons: (i) we utilize AGVs in our solar cell plant, which have reduced our reliance on manpower and the risk of production stoppages and delay; (ii) we recruit employees for our Vietnam solar cell plant primarily from Vietnam, minimizing the impact of global supply chain, if any, on our labor supply; and (iii) in obtaining polysilicon, a kind of raw materials for our solar cells, we only partner with suppliers that are pre-approved by the United States and comply with the necessary standards and regulations.
Our ability to retain VSUN as a solar cell customer and to obtain new solar cell customers will affect our short-term profitability and financial prospects. As of December 31, 2024, we have signed supply contracts with 45 third-party customers, and are in active negotiation with several potential customers to supply our solar cells.
However our ability to retain VSUN as a solar cell customer and to obtain new solar cell customers will affect our short-term profitability and financial prospects. As of December 31, 2025, we have signed supply contracts with over 50 third-party customers, and are in active negotiation with several potential customers to supply our solar cells.
Liquidity and Capital Resources To date, we have financed our operating and investing activities primarily through cash generated from operating activities, capital contribution from shareholders, and borrowings from a related party and a bank. As of December 31, 2024 and 2023, we had working capital deficits of approximately $69.6 million and $86.4 million, respectively.
Liquidity and Capital Resources To date, we have financed our operating and investing activities primarily through cash generated from operating activities, capital contribution from shareholders, and borrowings from a related party and a bank. As of December 31, 2025 and 2024, we had working capital deficits of approximately $123.9 million and $69.6 million, respectively.
We funded our capital expenditures primarily with cash flows generated from operating and financing activities. We intend to fund our future capital expenditures with our existing cash balance, anticipated cash flows from operations and financing alternatives. We will continue to make capital expenditures to meet the expected growth of its business.
We intend to fund our future capital expenditures with our existing cash balance, anticipated cash flows from operations and financing alternatives. We will continue to make capital expenditures to meet the expected growth of its business.
The 13,000,000 Ordinary Shares are determined as contingent consideration in connection with the reverse recapitalization. The number of ordinary shares released from the 13,000,000 Ordinary Shares depends on the ratio of actual 2024 audited net profit to the benchmark amount of $41 million, which precluded from the equity classification under ASC 815.
Changes in fair value of contingent consideration payable. The 13,000,000 Earnout Shares are determined as contingent consideration in connection with the reverse recapitalization. The number of Earnout Shares depends on the ratio of actual 2024 audited net profit to the benchmark amount of $41 million, which precluded from the equity classification under ASC 815.
The management determines there are no critical accounting estimates. 57
The management determines there are no critical accounting estimates. 56
For the year months ended December 31, 2024 and 2023, we derived 66% and 99% of our revenue from VSUN, respectively. Loss of business from VSUN or other future major customers could reduce our revenues and significantly harm our business.
For the years ended December 31, 2025 and 2024, we derived 36% and 66% of our revenue from VSUN, respectively. Loss of business from VSUN or other future major customers could reduce our revenues and significantly harm our business.
We recognize revenue generated from sales of solar cells at a point in time following the transfer of control of the solar cells to the customers, which typically occurs upon shipment or delivery depending on the terms of the underlying contracts.
We recognize revenue generated from sales of solar cells and silicon materials at a point in time following the transfer of control of the solar cells and silicon materials to the customers, which typically occurs upon shipment or delivery depending on the terms of the underlying contracts. The transaction price was fixed in the contracts with customers.
Qualified as a High and New Technology Enterprise, the Company received the preferential tax treatments since its inception, and is exempt from income taxes for the first two years since the year ended December 31, 2023 when Company generated taxable income through year 2024.
As a new enterprise, the Company received the preferential tax treatments since its inception, and is exempt from income taxes for the first two years since the year ended December 31, 2023.
Our ability to acquire new customers for our solar PV module products We expect that our mid-term revenue generation will primarily depend on our ability to capture the solar PV module market in the United States.
Our ability to acquire new customers for our solar PV module products We commenced the manufacture and sales of PV module products in the United States in the year ended December 31, 2025. We expect that our mid-term revenue generation will primarily depend on our ability to capture the solar PV module market in the United States.
To that end, we have strategically selected a solar cell plant located in Hawassa, Ethiopia, which has commence production since April 2025 with 2GW production capacity and plan to expand the capacity to 4GW by the end of the third quarter of 2025 and have leased a facility located in Texas to accommodate our solar module production with an expected annual capacity of 6.5GW by 2029.
To that end, we have strategically selected a solar cell plant located in Hawassa, Ethiopia, which has commence production since April 2025 with 2GW production capacity and expanded the capacity to 4GW in October 2025 and have leased a facility located in Texas to accommodate our solar module production.
For the Year Ended December 31, For the Period from its inception on November 8, 2022 through December 31, 2024 2023 2022 Revenues from related parties $ 127,271,262 $ 61,504,724 $ — Revenues from third parties 49,685,866 872,666 — Revenues 176,957,128 62,377,390 — Cost of revenues – related parties (95,904,220 ) (35,923,151 ) — Cost of revenues – third parties (59,154,996 ) (9,823,709 ) — Cost of revenues (155,059,216 ) (45,740,860 ) — Gross profit 21,897,912 16,636,530 — Operating expenses Selling and marketing expenses (1,625,724 ) (17,573 ) — General and administrative expenses (11,412,152 ) (4,632,009 ) (187,422 ) Total operating expenses (13,037,876 ) (4,649,582 ) (187,422 ) Income (loss) from operations 8,860,036 11,986,948 (187,422 ) Other income (expenses) Interest (expenses) income, net (3,264,646 ) (3,261,459 ) 583 Other income, net 586,167 1,163,666 — Changes in fair value of contingent consideration payable 35,100,000 — — Total other income (expenses), net 32,421,521 (2,097,793 ) 583 Income (loss) before income taxes 41,281,557 9,889,155 (186,839 ) Income tax expenses (781,238 ) — — Net income (loss) $ 40,500,319 $ 9,889,155 $ (186,839 ) For the years ended December 31, 2024 and 2023 Revenues.
For the Year Ended December 31, 2025 2024 2023 Revenues from related parties $ 171,090,197 $ 127,271,262 $ 61,504,724 Revenues from third parties 256,292,806 49,685,866 872,666 Revenues 427,383,003 176,957,128 62,377,390 Cost of revenues – related parties (131,136,988 ) (95,904,220 ) (35,923,151 ) Cost of revenues – third parties (199,908,574 ) (59,154,996 ) (9,823,709 ) Cost of revenues (331,045,562 ) (155,059,216 ) (45,740,860 ) Gross profit 96,337,441 21,897,912 16,636,530 Operating expenses Selling and marketing expenses (5,923,870 ) (1,625,724 ) (17,573 ) General and administrative expenses (31,376,223 ) (11,412,152 ) (4,632,009 ) Total operating expenses (37,300,093 ) (13,037,876 ) (4,649,582 ) Income from operations 59,037,348 8,860,036 11,986,948 Other income (expenses) Interest expenses, net (3,318,705 ) (3,264,646 ) (3,261,459 ) Other (expenses) income, net (1,854,076 ) 586,167 1,163,666 Changes in fair value of contingent consideration payable (1,341,794 ) 35,100,000 — Total other (expenses) income, net (6,514,575 ) 32,421,521 (2,097,793 ) Income before income taxes 52,522,773 41,281,557 9,889,155 Income tax expenses (15,370,241 ) (781,238 ) — Net income $ 37,152,532 $ 40,500,319 $ 9,889,155 For the years ended December 31, 2025 and 2024 Revenues.
For the years ended December 31, 2024 and 2023, the revenues were comprised of the following: For the Year Ended December 31, 2024 2023 Revenues from related parties: Sales of solar cells $ 123,797,048 $ 61,504,724 Provision of facilitation services 3,474,214 — 127,271,262 61,504,724 Revenues from third parties: Sales of solar cells 49,685,866 872,666 49,685,866 872,666 $ 176,957,128 $ 62,377,390 Cost of revenues Cost of revenues primarily consist of cost of materials, employee salary and welfare expenses, and overheads which were attributable to the solar cells sold in the relevant periods.
For the years ended December 31, 2025, 2024 and 2023, the revenues were comprised of the following: For the Year Ended December 31, 2025 2024 2023 Revenues from related parties: Sales of solar cells $ 162,249,461 $ 123,797,048 $ 61,504,724 Sales of solar modules 7,583,482 — — Provision of facilitation services 1,257,254 3,474,214 — 171,090,197 127,271,262 61,504,724 Revenues from third parties: Sales of solar cells $ 252,820,255 $ 49,685,866 $ 872,666 Provision of facilitation services 3,472,551 — — 256,292,806 49,685,866 872,666 $ 427,383,003 $ 176,957,128 $ 62,377,390 Cost of revenues Cost of revenues primarily consist of cost of materials, direct labor costs, and overheads which were attributable to the solar cells and solar modules sold in the relevant periods.
As a result of this regulatory development, manufacturers from Southeast Asia, particularly Malaysia, Vietnam, and Thailand, have emerged as the primary sources of PV panel and cell imports for the United States. Impact of Macroeconomic Factors Recently, the conflict between Russia and Ukraine have caused supply chain disruptions and challenges for many companies.
As a result of this regulatory development, manufacturers from Southeast Asia, particularly Malaysia, Vietnam, and Thailand, have emerged as the primary sources of PV panel and cell imports for the United States.
In addition, we generated cash flow of approximately $46.5 million from its operating activities for the year ended December 31, 2024, and entered into borrowing agreements with financial institutions and related parties to borrow an aggregated amount of $70.7 million.
Without these impacts, the Company would have an adjusted working capital of $46.4 million. In addition, the Company generated cash flow of $133.0 million from its operating activities for the year ended December 31, 2025, and entered into borrowing agreements with financial institutions and related parties to borrow an aggregated amount of $68.7 million.
Cash Flows The following table shows a summary of our cash flows: For the Year Ended December 31, For the Period from its inception on November 8, 2022 through December 31, 2024 2023 2022 Net cash provided by (used in) operating activities $ 46,506,740 $ (12,529,017 ) $ (5,588,803 ) Net cash used in investing activities (44,044,171 ) (114,239,711 ) (243,937 ) Net cash (used in) provided by financing activities (2,089,719 ) 146,149,629 7,639,419 Effect of exchange rate changes on cash (2,220,954 ) (2,448,856 ) 258,769 Net (decrease) increase in cash (1,848,104 ) 16,932,045 2,065,448 Cash and restricted cash at beginning of year 18,997,493 2,065,448 — Cash and restricted cash at end of year $ 17,149,389 $ 18,997,493 $ 2,065,448 55 Operating activities Net cash provided by operating activities in the year ended December 31, 2024 was approximately $46.5 million, primarily due to a net income of approximately $40.5 million, adjusted for non-cash decrease of fair value of contingent consideration payable of $35.1 million, depreciation and amortization expenses of approximately $23.2 million and inventory write-down of approximately $2.5 million, and for changes in operating assets and liabilities which primarily included (i) an increase of approximately $6.1 million and $12.0 million in accounts receivable due from third party customers and related party customers, which were driven by an increase in revenues in the second half of 2024, (ii) a decrease of approximately $23.6 million in prepayments to a related party because we were offered credit term by our related party supplier, (iii) a decrease of inventories of approximately $15.9 million as a result of improvement in our restock level, (iv) an increase in accounts payable of approximately $3.0 million which was in line with an increase in accounts receivable, (v) a decrease of approximately $7.8 million in advance from a related party as we just delivered solar cells in December 2024 to the related party, and (vi) a decrease of approximately $2.8 million of accrued expenses and other liabilities because we improved our payment process.
Net cash provided by operating activities in the year ended December 31, 2024 was approximately $46.5 million, primarily due to a net income of approximately $40.5 million, adjusted for non-cash decrease of fair value of contingent consideration payable of $35.1 million, depreciation and amortization expenses of approximately $23.2 million and inventory write-down of approximately $2.5 million, and for changes in operating assets and liabilities which primarily included (i) an increase of approximately $6.1 million and $12.0 million in accounts receivable due from third party customers and related party customers, which were driven by an increase in revenues in the second half of 2024, (ii) a decrease of approximately $23.6 million in prepayments to a related party because we were offered credit term by our related party supplier, (iii) a decrease of inventories of approximately $15.9 million as a result of improvement in our restock level, (iv) an increase in accounts payable of approximately $3.0 million which was in line with an increase in accounts receivable, (v) a decrease of approximately $7.8 million in advance from a related party as we just delivered solar cells in December 2024 to the related party, and (vi) a decrease of approximately $2.8 million of accrued expenses and other liabilities because we improved our payment process.
If the 2024 Audited Net Profit is less than $41,000,000, then (X) the portion of the Ordinary Shares in number equal to (i) the quotient of (a) the 2024 Audited Net Profit divided by (b) $41,000,000, multiplied by (ii) 13,000,000 Ordinary Shares, rounded up to the nearest whole number, shall become immediately vested and be released from the escrow account to the existing shareholders, pro rata, and (Y) the remaining portion of the 13,000,000 Ordinary Shares shall be surrendered or otherwise delivered by the Sellers to TOYO, pro rata, for no consideration or nominal consideration and cancelled by TOYO. 46 Such 2024 Audited Net Profit does not consider any accounting adjustments caused by the changes in the fair value of 13,000,000 shares of Earnout Shares during the year ended December 31, 2024.
Among the 41,000,000 ordinary shares, an aggregate of 13,000,000 ordinary shares were deposited with an escrow agent in a segregated escrow account pursuant to an escrow agreement effective upon the closing of Business Combination and will be released from the escrow account and delivered to the existing shareholders as following: (a) Following the closing of Business Combination, if the net profit, excluding changes in fair value of Earnout Shares, of PubCo for the fiscal year ending December 31, 2024 as shown on the audited financial statements of PubCo for the fiscal year ending December 31, 2024 (such net profit, the “2024 Audited Net Profit”) is no less than $41,000,000, the 13,000,000 ordinary shares shall immediately become vested in full and be released from the escrow account to the existing shareholders, pro rata; and (b) If the 2024 Audited Net Profit is less than $41,000,000, then (X) the portion of the ordinary shares in number equal to (i) the quotient of (a) the 2024 Audited Net Profit divided by (b) $41,000,000, multiplied by (ii) 13,000,000 ordinary shares, rounded up to the nearest whole number, shall become immediately vested and be released from the escrow account to the existing shareholders, pro rata, and (Y) the remaining portion of the 13,000,000 ordinary shares shall be surrendered or otherwise delivered by the existing shareholders to PubCo, pro rata, for no consideration or nominal consideration and cancelled by PubCo.
We generated revenues from sales of solar cells and provision of facilitation services. Sales of solar cells. We commenced sales of solar cells to customers in October 2023.
Components of Operating Results Revenues We commenced operations from the year of 2023. We generated revenues from sales of solar cells, solar modules and provision of facilitation services. Sales of solar cells. We commenced sales of solar cells to customers in October 2023 and sales of silicon materials in the first half of 2025.
We are assessing the timing and venues to further expand the annual capacity of our cell plant in the future and establish a solar cell plant and a wafer slicing plant at a selected location, and whether we are successful in our future endeavor in constructing these plants will affect our ability to extend our production capacity.
We are assessing the timing and venues to further expand the annual capacity of our cell plant in the future, and whether we are successful in our future endeavor in constructing these plants will affect our ability to extend our production capacity. Additionally, executing capacity expansion also depends on our ability to secure necessary approvals, permits and adequate funding.
We commenced provision of facilitation services for customer’ solar cell products in the second half of 2024. We are an agent in facilitation services, as we did not bear inventory risks or determine the product selling price in provision of services.
We are an agent in facilitation services, as we did not bear inventory risks or determine the product selling price in provision of services. The transaction price is fixed in the agreements by multiplying fixed commission rate and the quantity of customers’ solar cell products sold.
Capital Expenditures We incur capital expenditures primarily for the purchase of property and equipment. For the year ended December 31, 2024, 2023 and for the period since its inception on November 8, 2022 through December 31, 2022, we purchased property and equipment of approximately $44.0 million, $114.2 million and $0.2 million, respectively.
For the year ended December 31, 2025, 2024 and 2023, we purchased property and equipment of approximately $91.8 million, $44.0 million and $114.2 million, respectively. We funded our capital expenditures primarily with cash flows generated from operating and financing activities.
Our ability to retain VSUN as customer for our solar cells and obtain new customers We expect to fully utilize our production capacity at our cell plants in Vietnam with achieved 2GW production capacity and in Ethiopia with 2GW production capacity and expected 4GW production capacity in total by the end of third quarter of 2025, as well as collaborations with some OEMs to fulfill additional orders.
As of December 31, 2025, we fully utilized our production capacity at our cell plants in Vietnam with achieved 2GW production capacity and in Ethiopia with 4W production capacity, as well as collaborations with some OEMs to fulfill additional orders. During the year ended December 31, 2025, we obtained more sales orders from third party customers.
Net cash used in investing activities in the year ended December 31, 2023 was $114.2 million, which was primarily attributable to payments to third party for purchase and construction of property and equipment of $114.1 million.
Investing Activities Net cash used in investing activities in the year ended December 31, 2025 was approximately $98.4 million, primarily attributable to the purchase of property and equipment of approximately $91.8 million and payment of approximately $6.7 million for the acquisition of non-controlling interests.
The transaction price is fixed in the agreements by multiplying fixed commission rate and the quantity of customer’ solar cell products sold. We recognize revenue from facilitation services for the customers’ solar cells products at a point when the end customers accepts the agreed solar cell products and the customers collect the fees from end customers.
No variable considerations, significant financing components or payable to customers were identified in contracts with the customer. We recognize revenue from facilitation services for the customers’ solar cells products at a point when the end customers accepts the agreed solar cell products and the customers collect the fees from end customers.
The contracts with customers may contain provisions that require us to make liquidated damage payments to the customer if we fail to ship or deliver solar cells before scheduled dates. We recognize these liquidated damages as a reduction of revenue. For the years ended December 31, 2024 and 2023, we did not incur such liquidation damages. Provision of facilitation services.
We recognize these liquidated damages as a reduction of revenue. For the years ended December 31, 2025, 2024 and 2023, we did not incur such liquidation damages. Sales of solar modules. We commenced sales of solar modules to customers in October 2025.
The contingent consideration is classified as a liability, with subsequent changes in fair value charged to the consolidated statements of operations and comprehensive income. The Business Combination was consummated on July 1, 2024. The Business Combination was approved at the extraordinary general meeting of BWAQ’s shareholders held on May 28, 2024 (the “Extraordinary General Meeting”).
The contingent consideration was initially recognized as a liability on July 1, 2024, with subsequent changes in fair value charged to the consolidated statements of operations and comprehensive income. We engaged a professional valuation team to perform assessment on the fair value of contingent consideration payable on July 1, 2024 and December 31, 2024, respectively.
Qualified as a High and New Technology Enterprise, the Company received the preferential tax treatments since its inception, and is exempt from income taxes for the year ended December 31, 2024. 51 Results of Operations The following table sets forth a summary of our results of operations for the years ended December 31, 2024 and 2023 and for the period from its inception on November 8, 2022 through December 31, in dollar amounts.
The tax exemption period covers the fiscal years from 2025 to 2028. 50 Results of Operations The following table sets forth a summary of our results of operations for the years ended December 31, 2025, 2024 and 2023, in dollar amounts.
As of December 31, 2024, among the working capital deficits of approximately $69.6 million, we had contract liabilities from both third party customers and related party customers of approximately $23.7 million and contingent consideration payable of approximately $4.6 million which would be settled in our ordinary shares.
As of December 31, 2025, among the working capital deficits of $123.9 million, the Company had contract liabilities from both third party customers and related party customers of $107.9 million which would be settled through the recognition of revenues. In addition, the Company had payables of $62.3 million due to related parties which may be extended when due.
As a result of the foregoing, we recorded a net income of approximately $9.9 million for the year ended December 31, 2023. We incurred a net loss of approximately $0.2 million for the period from inception to December 31, 2022.
As a result of the foregoing, we reported a net income of approximately $37.2 million and $40.5 million for the years ended December 31, 2025 and 2024, respectively. 52 For the years ended December 31, 2024 and 2023 Revenues.
The commercial production and sales only commenced from the second half of 2023, coinciding with the introduction of our brand “TOYO Solar” to the market. We were in pilot production phase while most of our third-party customers were in the trial purchase stage, so the revenue generated from them accounted for a relatively small proportion.
We commenced commercial production and sales of solar cells since the second half of 2023, coinciding with the introduction of our brand “TOYO Solar” to the market. In the second half of 2025, we commenced production and sales of solar modules to customers based in the United States.
Ethiopia TOYO Ethiopia is subject to corporate income tax for its business operation in Ethiopia. Tax on corporate income is imposed at a flat rate of 30%.
Ethiopia TOYO Ethiopia is subject to corporate income tax at a standard rate of 30% on its business operations in Ethiopia. In accordance with the investment incentive framework of Ethiopia, eligible manufacturing entities may be granted corporate income tax exemptions upon approval by the Ethiopian Investment Commission.
The Company is entitled to a preferential income tax rate of 10% for four years ended December 31, 2025 through 2028. USA For the U.S. jurisdiction, TOYO USA Holding, TOYO America, TOYO Solar LLC and TOYO Texas are subject to federal and state income taxes on its business operations.
China Under the Enterprise Income Tax (“EIT”) Law in the PRC, the unified EIT rate for domestic enterprises and foreign invested enterprises is 25%, except for available preferential tax treatments. USA In the United States, TOYO USA Holding, TOYO America, TOYO Solar LLC, TOYO Texas and TOYO Energy are subject to federal and state income taxes on its business operations.
Net cash provided by financing activities in the period since inception on November 8, 2022 to December 31, 2022 was $7.6 million which represented capital injection from shareholders. 56 Material Cash Requirements Our material cash requirements as of December 31, 2024 and any subsequent interim period primarily include our capital expenditures and non-cancellable lease obligations.
Material Cash Requirements Our material cash requirements as of December 31, 2025 and any subsequent period primarily include our capital expenditures and non-cancellable lease obligations. Capital Expenditures We incur capital expenditures primarily for the purchase of property and equipment.
We are committed to becoming a reliable integrated service solar solutions provider in the United States and globally, integrating the upstream production of wafer and silicon, midstream production of solar cell, downstream production of photovoltaic (PV) modules, and potentially other stages of the solar power supply chain. 45 Recent Development On July 1, 2024, we, TOYO Co., Ltd, a Cayman Islands exempted company (“TOYO” or the “Company”), consummated the previously announced business combination pursuant to the Agreement and Plan of Merger, dated as of August 10, 2023 (as amended on December 6, 2023, February 6, 2024 and February 29, 2024, the “Business Combination Agreement”), by and among (i) the Company, (ii) Blue World Acquisition Corporation, a Cayman Islands exempted company (“BWAQ”), (iii) Vietnam Sunergy Cell Company Limited, a Vietnamese company and wholly-owned subsidiary of TOYO (“TOYO Solar”), (iv) TOYOone Limited, a Cayman Islands exempted company and wholly-owned subsidiary of TOYO (“Merger Sub”), (v) TOPTOYO INVESTMENT PTE.
We are committed to becoming a reliable integrated service solar solutions provider in the United States and globally, integrating the upstream production of wafer and silicon, midstream production of solar cell, downstream production of photovoltaic (PV) modules, and potentially other stages of the solar power supply chain. 45 Recent Development On November 25, 2024, TOYO Solar LLC entered into a Membership Interest Purchase Agreement (the “Membership Interest Purchase Agreement”) with Solar Plus Technology, Inc., a Delaware corporation (“Solar Plus”) and SG Green Development Pte.
Selling and Marketing Expenses We incurred selling and marketing expenses of approximately $0.02 million for the year ended December 31, 2023, primarily attributable to the sales of solar cells.
As compared with the selling and marketing expenses for the year ended December 31, 2024, the selling and marketing expenses for the year ended December 31, 2025 increased by approximately $4.3 million. The increase was primarily due to an increase of approximately $4.1 million in sales commissions which was in line with an increase of revenues.
General and Administrative Expenses. The general and administrative expenses for the year ended December 31, 2023 were approximately $4.6 million, which was primarily consisted of employee salary and welfare expenses, amortization of usage of infrastructure expenses and other expenses related to administrative functions. Our general and administrative expenses accounted for 99.6% of total operating expenses.
General and administrative expenses . Our general and administrative expenses increased from approximately $11.4 million for the year ended December 31, 2024 to approximately $31.4 million for the year ended December 31, 2025.
Removed
LTD., a Singapore private company limited by shares (“SinCo,” together with TOYO, Merger Sub and TOYO Solar, the “Group Companies,” or each individually, a “Group Company”), (vi) VSUN, (vii) Fuji Solar Co., Ltd, a Japanese company (“Fuji Solar”), (viii) WA Global Corporation, a Cayman Islands exempted company (“WAG”), (ix) Belta Technology Company Limited, a Cayman Islands exempted company (“Belta”), and (x) BestToYo Technology Company Limited, a Cayman Islands exempted company (“BestToYo”).
Added
Ltd., an entity organized under the laws of Singapore (“SG Green”). Pursuant to the Membership Interest Purchase Agreement, Solar Plus agrees to sell to TOYO Solar LLC all of the issued and outstanding membership interests held by Solar Plus in TOYO Texas. The Company acquired TOYO Texas to construct a solar module plant in Texas.
Removed
Pursuant to the Business Combination Agreement, (a) the Group Companies, VSUN, Fuji Solar, WAG, Belta and BestToYo shall consummate a series of transactions involving the Group Companies, including (A) TOYO acquiring one hundred percent (100%) of the issued and paid-up share capital of SinCo from Fuji Solar at an aggregate consideration of SGD1.00 (such transaction, the “Share Exchange”), and (B) SinCo acquiring one hundred percent (100%) of the issued and outstanding shares of capital stock of TOYO Solar from VSUN at an aggregate consideration of no less than $50,000,000 (the “SinCo Acquisition,” and together with the Share Exchange, the “Pre-Merger Reorganization”), as a result of which (i) SinCo shall become a wholly-owned subsidiary of TOYO, (ii) TOYO Solar shall become a wholly-owned subsidiary of SinCo; and (iii) immediately prior to the closing of the SinCo Acquisition, WAG, Belta and BestToYo (collectively, the “Sellers”) shall hold an aggregate of 41,000,000 ordinary shares, at par value of $0.0001 per share (“Ordinary Shares”), representing all issued and outstanding share capital of TOYO, and (b) following the consummation of the Pre-Merger Reorganization, BWAQ shall merge with and into Merger Sub, with Merger Sub continuing as the surviving company (the “Merger”), as a result of which, among other things, all of the issued and outstanding securities of BWAQ immediately prior to the filing of the plan of merger with respect to the Merger (the “Plan of Merger”) to the Registrar of Companies of the Cayman Islands, or such later time as may be specified in the Plan of Merger (the “Merger Effective Time”) shall no longer be outstanding and shall automatically be cancelled, in exchange for the right of the holders thereof to receive substantially equivalent securities of the Company, in each case, upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with the provisions of the Companies Act (Revised) of the Cayman Islands and other applicable laws.
Added
In exchange, TOYO Solar LLC agrees to issue to Solar Plus 24.99% equity interest in TOYO Solar LLC. As a result, Solar Plus indirectly held 24.99% equity interest in TOYO Texas.
Removed
The Merger, the Pre-Merger Reorganization and each of the other transactions contemplated by the Business Combination Agreement or any of the other relevant Transaction Documents (as defined in the Business Combination Agreement) are collectively referred to as “Business Combination.” On February 23, 2024, the Company issued 41,000,000 Ordinary Shares to the Sellers on a pro rata basis.
Added
On November 24, 2025, the Company entered into a share purchase agreement with Solar Plus Technology, Inc., pursuant to which the Company purchased 24.99 Class B units of, or a 24.99% equity interest in, TOYO Solar US for cash consideration of $6,650,000. The transaction closed on December 4, 2025.
Removed
Among the 41,000,000 ordinary shares, an aggregate of 13,000,000 Ordinary Shares (“Earnout Shares”) were deposited with an escrow agent in a segregated escrow account pursuant to an escrow agreement effective upon the closing of Business Combination and will be released from the escrow account and delivered to the Sellers as following: a.
Added
On February 23, 2024, the Company issued 41,000,000 ordinary shares, at par value of $0.0001 per share, to all existing shareholders on a pro rata basis.
Removed
Following the closing of Business Combination, if the net profit of TOYO for the fiscal year ending December 31, 2024 as shown on the audited financial statements of TOYO for the fiscal year ending December 31, 2024 (such net profit, the “2024 Audited Net Profit”) is no less than $41,000,000, the 13,000,000 Ordinary Shares shall immediately become vested in full and be released from the escrow account to the Sellers, pro rata; and b.
Added
Upon the closing of the Business Combination, the 13,000,000 ordinary shares were held in an escrow account, accordingly, the 13,000,000 shares were deemed as issued but not outstanding shares as of December 31, 2024 for accounting purposes and for earnings per share computations.
Removed
BWAQ’s shareholders also voted to approve all other proposals presented at the Extraordinary General Meeting. As a result of the Business Combination, TOYO Solar became a wholly-owned subsidiary of the Company, and BWAQ merged with and into Merger Sub with Merger Sub continuing as the surviving company and a wholly owned subsidiary of the Company.
Added
On May 14, 2025, based on the 2024 Audited Net Profit which was reported in the Company’s Annual Report on Form 20-F filed on May 12, 2025 (the “Form 20-F”), which excludes changes in the fair value of Earnout Shares, the Company released an aggregate of 1,712,297 Earnout Shares, which were fully vested, from the Earnout Escrow Account, and cancelled the remaining 11,287,703 Earnout Shares. 46 Key Factors Affecting Our Results of Operations We believe that our performance and future success will depend on several factors, including those key factors discussed below.
Removed
On July 2, 2024, the Ordinary Shares of TOYO commenced trading on the Nasdaq Stock Market (“Nasdaq”) under the symbol “TOYO.” Warrants At the Merger Effective Time, (a) each of BWAQ’s units, each consisting of (i) one Class A ordinary share of BWAQ, par value $0.0001 per share (“BWAQ Class A Ordinary Share”), (ii) one-half of one BWAQ warrant of which one whole warrant entitling the holder thereof to purchase one BWAQ Class A Ordinary Share at a purchase price of $11.50 per share (“BWAQ Warrant”), and (iii) one right of BWAQ, each convertible into one-tenth of one BWAQ Class A Ordinary Share (“BWAQ Right”) outstanding immediately prior to the Merger Effective Time (to the extent not already separated) was separated into one BWAQ Class A Ordinary Share and one-half of one BWAQ Warrant of which one whole warrant entitling the holder thereof to purchase one BWAQ Class A Ordinary Share at a purchase price of $11.50 per share, and one right of BWAQ (the “Unit Separation”); (b) immediately following the Unit Separation, (i) each issued and outstanding BWAQ Warrant was converted into one warrant of the Company (“Warrant”) to purchase one Ordinary Share, (ii) each outstanding BWAQ Right outstanding was cancelled in exchange for one-tenth of one BWAQ Class A Ordinary Share, (iii) each BWAQ Class B ordinary share, par value US$0.0001 per share (“BWAQ Class B Ordinary Share”) issued and outstanding immediately prior to the Merger Effective Time, automatically converted into one BWAQ Class A Ordinary Share, and (iv) each BWAQ Class A Ordinary Share issued and outstanding immediately prior to the Merger Effective Time, was cancelled in exchange for the right to receive one newly issued Ordinary Share.
Added
Our ability to retain VSUN as customer for our solar cells and obtain new customers We achieved 4GW production capacity in Ethiopia in October 2025.
Removed
Earnout Equities Vesting Agreement On June 29, 2024, in consideration of the development and efforts by the relevant parties in completing the Business Combination, TOYO, the Sellers, BWAQ, the sponsor of BWAQ (the “Sponsor”), TOYO Solar and other relevant parties entered into a certain Earnout Equities Vesting Agreement (the “Earnout Equities Vesting Agreement”) to, among the others, release all the founder shares of BWAQ (“Founder Shares”) held by the Sponsor from being subject to potential surrender or cancellation as provided under the Sponsor Support Agreement, which was entered into among the Sponsor, BWAQ and TOYO on August 10, 2023 BWAQ.
Added
Impact of Macroeconomic Factors Recently, geopolitical and economic uncertainty and volatility including armed conflicts such as the U.S. and Israeli war with Iran and further escalation of the ongoing conflict in the Middle East and Red Sea, and the conflict between Russia and Ukraine have caused supply chain disruptions and challenges for many companies.
Removed
Pursuant to the Earnout Equities Vesting Agreement, the parties agree that 1,380,000 Founder Shares are deemed vested and released from the Sponsor Earnout Equities (as defined in the Sponsor Support Agreement) and the Sponsor will have the right to covert such 1,380,000 Founder Shares into the right to receive Ordinary Shares at the closing of the Business Combination.
Added
For example, the armed conflicts such as the U.S. and Israeli war with Iran may cause shipping disruptions, cyberattacks, supply chain and logistics disruptions, and changes to foreign exchange rates and financial markets, any of which may adversely affect our business and supply chain, or a diminished consumer confidence resulting in reduced demand.
Removed
The Sponsor is also relieved of any of its obligations with respect to either the subscription of additional BWAQ Class A Ordinary Shares or the surrender of additional Sponsor Earnout Equities under the Sponsor Support Agreement. On July 1, 2024, such 1,380,000 Founder Shares were converted into 1,380,000 Ordinary Shares upon the consummation of the Business Combination.
Added
No variable consideration, significant financing component or payable to customers were identified in contracts with customers. In addition, the Company did not provide warranties to the customers. The contracts with customers may contain provisions that require us to make liquidated damage payments to the customer if we fail to ship or deliver solar cells before scheduled dates.
Removed
PIPE Purchase Agreement On March 6, 2024, the Company entered into the PIPE Purchase Agreement (as amended on June 26, 2024, the “PIPE Purchase Agreement”), with BWAQ and NOTAM Co., Ltd., a Japanese corporation (“NOTAM”).
Added
We recognize revenue generated from sales of solar modules at a point in time following the transfer of control of the solar modules to the customers, which typically occurs upon shipment or delivery depending on the terms of the underlying contracts. No variable consideration, significant financing component or payable to customers were identified in contracts with customers.
Removed
Pursuant to the PIPE Purchase Agreement, NOTAM purchased a total of 600,000 BWAQ Class A Ordinary Share (the “NOTAM PIPE Shares”), at a purchase price of $10.00 per share, for an aggregate purchase price of $6,000,000.
Added
In addition, the Company did not provide warranties to the customers. 48 Provision of facilitation services. We commenced provision of facilitation services for customers’ solar cell products in the second half of 2024 and solar module products in the year of 2025.
Removed
The PIPE Purchase Agreement also provides that the Company agrees to issue additional Ordinary Shares to NOTAM after the consummation of the Business Combination, on the following terms and conditions: (i) In the event that, the average closing price of each Ordinary Share (the “Closing Price”) with respect to all trading days in July 2024 is below $10.00 per share (such average Closing Price, the “First Tranche Average Closing Price”), NOTAM may, following the last trading day in July 2024 (the “First Tranche Cut-off Date”), elect to purchase from the Company at a total purchase price of $100 such number of Ordinary Shares (“First NOTAM Tranche Additional Shares”) calculated as below: Number of First NOTAM Tranche Additional Shares = (6,000,000/First Tranche Average Closing Price - 600,000) x Share Held Ratio X. 47 Shares Held Ratio X = Number of Remaining Converted Shares held by NOTAM as of the First Tranche Cut-off Date /600,000.
Added
During the year ended December 31, 2025, we also provided original equipment manufacturer (OEM) services to a third-party customer. We manufactured solar cells under the customer’s name and recognized revenues on a net basis upon delivery of solar cells to the customer.
Removed
Notwithstanding the foregoing, the maximum number of NOTAM First Tranche Additional Shares that NOTAM is entitled to subscribe for under the PIPE Purchase Agreement shall not exceed 500,000.
Added
When Company generated taxable income through year 2024, the Company is entitled to income tax rate of 8.5%, which is half of preferential income tax rate of 17% for four years ended December 31, 2025 through 2028.
Removed
“Remaining Converted Shares” means the remaining the Ordinary Share acquired by NOTAM upon the conversion of the NOTAM PIPE Shares upon the Merger Closing purchased pursuant to the PIPE Purchase Agreement, excluding any other Ordinary Shares acquired by NOTAM upon and following the Merger Closing, in the open market, from any other parties, or the Additional Shares, if any.
Added
TOYO Ethiopia is entitled to a four-year exemption from corporate income tax commencing from the date of establishment. The Company obtained its business license on February 21, 2025.
Removed
(ii) In the event that the average Closing Price with respect to all trading days in July 2024 and August 2024 is below $10.00 per share (the “Second Tranche Average Closing Price”), NOTAM may, following the last trading day in August 2024 (the “Second Tranche Cut-off Date”), purchase from the Company at a total purchase price of $100 such number of Ordinary Shares (“Second NOTAM Tranche Additional Shares”) calculated as below: Number of Second NOTAM Tranche Additional Shares = (6,000,000/Second NOTAM Tranche Average Closing Price - 600,000 - First NOTAM Tranche Additional Shares) x Share Held Ratio Y.
Added
Our revenues increased by approximately $250.4 million, or 142% from approximately $177.0 million for the year ended December 31, 2024 to approximately $427.4 million in the year ended December 31, 2025. The increase was primarily caused by an increase of approximately $241.6 million in sales of solar cells and an increase of approximately $7.6 million in sales of solar modules.
Removed
Shares Held Ratio Y = Number of Remaining Converted Shares held by NOTAM as of the Second Tranche Cut-off Date/600,000. Notwithstanding the foregoing, the maximum number of Second NOTAM Tranche Additional Shares that NOTAM is entitled to subscribe for under the PIPE Purchase Agreement shall equal to 500,000 minus the number of the First NOTAM Tranche Additional Shares.
Added
The increase of solar cells was primarily driven by our achievement of 4GW and 2GW production capacity in Ethiopia in October 2025, leading to an increase of output to meet sales orders from our customers. The increase of solar modules was primarily due to the commencement of sales of solar modules to a related party since October 2025.

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Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

14 edited+7 added−11 removed51 unchanged
The audit committee will be responsible for, among other things: ● selecting the independent auditor; ● pre-approving audit and non-audit services permitted to be performed by the independent auditor; ● annually reviewing the independent auditor’s report describing the auditing firm’s internal quality control procedures, any material issues raised by the most recent internal quality control review, or peer review, of the independent auditors and all relationships between the independent auditor and TOYO; ● reviewing responsibilities, budget and staffing of our internal audit function; ● reviewing with the independent auditor any audit problems or difficulties and management’s response; ● reviewing and, if material, approving all related party transactions on an ongoing basis; ● reviewing and discussing the annual audited financial statements with management and the independent auditor; ● reviewing and discussing with management and the independent auditors major issues regarding accounting principles and financial statement presentations; 62 ● reviewing analyses prepared by management or the independent auditors setting forth significant financial reporting issues and judgments; ● discussing with management and the independent auditors earnings press releases as well as financial information and earnings guidance provided to analysts and rating agencies; ● reviewing with management and the independent auditors the effect of significant regulatory or accounting initiatives or developments, as well as off-balance sheet structures, on our financial statements; ● discussing policies with respect to risk assessment and risk management with management and internal auditors; ● timely reviewing reports from the independent auditor regarding all critical accounting policies and practices to be used by TOYO, all alternative treatments of financial information within U.S.
The audit committee will be responsible for, among other things: ● selecting the independent auditor; ● pre-approving audit and non-audit services permitted to be performed by the independent auditor; ● annually reviewing the independent auditor’s report describing the auditing firm’s internal quality control procedures, any material issues raised by the most recent internal quality control review, or peer review, of the independent auditors and all relationships between the independent auditor and TOYO; ● reviewing responsibilities, budget and staffing of our internal audit function; ● reviewing with the independent auditor any audit problems or difficulties and management’s response; ● reviewing and, if material, approving all related party transactions on an ongoing basis; ● reviewing and discussing the annual audited financial statements with management and the independent auditor; ● reviewing and discussing with management and the independent auditors major issues regarding accounting principles and financial statement presentations; 60 ● reviewing analyses prepared by management or the independent auditors setting forth significant financial reporting issues and judgments; ● discussing with management and the independent auditors earnings press releases as well as financial information and earnings guidance provided to analysts and rating agencies; ● reviewing with management and the independent auditors the effect of significant regulatory or accounting initiatives or developments, as well as off-balance sheet structures, on our financial statements; ● discussing policies with respect to risk assessment and risk management with management and internal auditors; ● timely reviewing reports from the independent auditor regarding all critical accounting policies and practices to be used by TOYO, all alternative treatments of financial information within U.S.
Hickey received a Bachelor’s degree in Economics from University of Rhode Island in 1988, and a Bachelor’s degree in Asian Studies from Seinan Gakuin University in Fukuoka, Japan, in 1988. Dr. Anders Karlsson, Ph.D. has served on the board of directors since July 2024. Dr.
Hickey received a Bachelor’s degree in Economics from University of Rhode Island in 1988, and a Bachelor’s degree in Asian Studies from Seinan Gakuin University in Fukuoka, Japan, in 1988. 57 Dr. Anders Karlsson, Ph.D. has served on the board of directors since July 2024. Dr.
Han received her Juris Doctor from New York Law School in December 2012, Master of Business Administration from Hitotsubashi University in May 2003, and a Bachelor’s degree in Mass Communication Studies from University of California, Los Angeles in March 1999. 59 B.
Han received her Juris Doctor from New York Law School in December 2012, Master of Business Administration from Hitotsubashi University in May 2003, and a Bachelor’s degree in Mass Communication Studies from University of California, Los Angeles in March 1999. B.
Our nominating and corporate governance committee will be responsible for, among other things: ● selecting and recommending to our board of directors nominees for election by the shareholders or appointment by the board; 63 ● considering questions of independence and possible conflicts of interest of members of our board of directors and executive officers; ● reviewing and recommending to our board of directors concerning the size, structure, composition and functioning of the board of directors and its committees; and ● evaluating developments in corporate governance and shareholder engagement, reviewing our governance documents, disclosures and other actions related thereto, and recommending to our board of directors, as conditions dictate, proposed amendments to the governance documents.
Our nominating and corporate governance committee will be responsible for, among other things: ● selecting and recommending to our board of directors nominees for election by the shareholders or appointment by the board; 61 ● considering questions of independence and possible conflicts of interest of members of our board of directors and executive officers; ● reviewing and recommending to our board of directors concerning the size, structure, composition and functioning of the board of directors and its committees; and ● evaluating developments in corporate governance and shareholder engagement, reviewing our governance documents, disclosures and other actions related thereto, and recommending to our board of directors, as conditions dictate, proposed amendments to the governance documents.
Under these agreements, we agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director or officer of our company. 60 Share Incentive Plans We have adopted a share incentive plan (the “TOYO ESOP”), under which we may grant share incentive awards to eligible service providers in order to attract, retain and motivate the talent for which we compete.
Under these agreements, we agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director or officer of our company. 58 Share Incentive Plans We have adopted a share incentive plan (the “TOYO ESOP”), under which we may grant share incentive awards to eligible service providers in order to attract, retain and motivate the talent for which we compete.
The functions and powers of the Company’s board of directors include, among others: ● convening shareholders’ annual general meetings and reporting its work to shareholders at such meetings; ● declaring dividends and distributions; ● appointing officers and determining the term of office of officers; and ● exercising the borrowing powers of our company and mortgaging the property of our company. 61 Terms of Directors and Executive Officers The board of directors may, by the affirmative vote of a simple majority of the directors present and voting at a board meeting, or the Company may by ordinary resolution, appoint any person to be a director.
The functions and powers of the Company’s board of directors include, among others: ● convening shareholders’ annual general meetings and reporting its work to shareholders at such meetings; ● declaring dividends and distributions; ● appointing officers and determining the term of office of officers; and ● exercising the borrowing powers of our company and mortgaging the property of our company. 59 Terms of Directors and Executive Officers The board of directors may, by the affirmative vote of a simple majority of the directors present and voting at a board meeting, or the Company may by ordinary resolution, appoint any person to be a director.
Compensation Committee Our compensation committee consists of Junsei Ryu, Alfred “Trey” Hickey and Hiroyuki Tahara. Junsei Ryu is the chairperson of the compensation committee. Each of Alfred “Trey” Hickey and Hiroyuki Tahara satisfies the independence requirements under Rule 5605(a)(2) of the Nasdaq Stock Market Rules.
Compensation Committee Our compensation committee consists of Takahiko Onozuka, Alfred “Trey” Hickey and Hiroyuki Tahara. Takahiko Onozuka is the chairperson of the compensation committee. Each of Alfred “Trey” Hickey and Hiroyuki Tahara satisfies the independence requirements under Rule 5605(a)(2) of the Nasdaq Stock Market Rules.
Nominating and Corporate Governance Committee Our nominating and corporate governance committee consists of Junsei Ryu, Alfred “Trey” Hickey and June Han. Junsei Ryu is the chairperson of the nominating and corporate governance committee. Sheldon Trainor- Each of Alfred “Trey” Hickey and June Han satisfies the independence requirements under Rule 5605(a)(2) of the Nasdaq Stock Market Rules.
Nominating and Corporate Governance Committee Our nominating and corporate governance committee consists of Takahiko Onozuka, Alfred “Trey” Hickey and June Han. Takahiko Onozuka is the chairperson of the nominating and corporate governance committee. Each of Alfred “Trey” Hickey and June Han satisfies the independence requirements under Rule 5605(a)(2) of the Nasdaq Stock Market Rules.
Compensation The aggregate compensation paid to the directors and executive officers in cash and benefits in kind was $448,653 for the year ended December 31, 2024.
Compensation The aggregate compensation paid to the directors and executive officers in cash and benefits in kind was approximately $0.89 million for the year ended December 31, 2025.
Aihua Wang, Ph.D. joined TOYO as the Chief Technology Officer in January 2024 and has served as the Director of TOYO since July 2024. Prior to joining us, Dr.
Chung obtained his bachelor’s degrees in economics and molecular & cell biology from the University of California, Berkeley in 1999. Dr. Aihua Wang, Ph.D. joined TOYO as the Chief Technology Officer in January 2024 and has served as the Director of TOYO since July 2024. Prior to joining us, Dr.
Name Age Position Junsei Ryu 53 Chief Executive Officer and Director Liang “Simon” Shi 46 President Taewoo Chung 49 Chief Financial Officer and Director Aihua Wang 71 Chief Technology Officer and Director Alfred “Trey” Hickey 62 Director Anders Karlsson 60 Director Hiroyuki Tahara 72 Director June Han 48 Director Mr.
Name Age Position Takahiko Onozuka 65 Chief Executive Officer and Director Taewoo Chung 50 Chief Financial Officer and Director Aihua Wang 72 Chief Technology Officer and Director Alfred “Trey” Hickey 63 Director Anders Karlsson 61 Director Hiroyuki Tahara 73 Director June Han 49 Director Mr.
D. Employees We had 528, 814 and 8 full-time employees as of December 31, 2024, December 31, 2023 and December 31, 2022, respectively. Almost all full-time employees as of December 31, 2024 are located in Vietnam. None of our employees are subject to a collective bargaining agreement.
D. Employees We had 2,552, 528 and 814 full-time employees as of December 31, 2025, 2024 and 2023, respectively. None of our employees are subject to a collective bargaining agreement. We believe that we maintain a good working relationship with our employees, and we have not experienced any material disputes with our employees in our history. E.
We believe that we maintain a good working relationship with our employees, and we have not experienced any material disputes with our employees in our history. E. Share Ownership See Item 7 below. F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation Not applicable.
Share Ownership See Item 7 below. F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation Not applicable.
From August 2017 to December 2023, Mr. Chung was the managing partner in Golden Equator Group, a Singaporean holding group of businesses focusing on finance, where he was primarily engaged in fund raising and financing advise. From June 2016 to July 2017, Mr. Chung established Powergene Assets Pte.
Chung was the managing partner in Golden Equator Group, a Singaporean holding group of businesses focusing on finance, where he was primarily engaged in fund raising and financing advise. Earlier in his career, Mr. Chung held several senior roles within the Nomura Group, including Vice President in the Asset Finance Department at Nomura Securities Co., Ltd.
Removed
Junsei Ryu has served as the representative of TOYO Solar since November 2022 and is currently our Director. Mr. Ryu has served as our Chief Executive Officer and Chairman of Board of Directors since July 2024. Mr. Ryu has nearly 20 years of experience in the solar solution industry. Since November 2011, Mr.
Added
Takahiko Onozuka serves as our Chief Executive Officer, director and Chairman of the Board of Directors. Mr. Onozuka has over 40 years’ experience in international finance, energy infrastructure and decarbonization, where he was involved in project and structured finance, business origination, risk management, and stakeholder engagement across Asia, Europe, the Middle East, and Africa.
Removed
Ryu has been the director of Abalance Corporation, which is now a public company listed on the Tokyo Stock Exchange that has extensive experience and expertise in the investment, development, construction and operation of solar energy projects globally. In addition, Mr.
Added
Since September 9, 2025, he served as the general manager of Global Decarbonization Promoting Office of Abalance Corporation, a public company listed on the Tokyo Stock Exchange.
Removed
Ryu has been the director, representative or joint representative of a number of affiliates of Abalance Corporation since their inception, including WWB Corporation, VSUN, Fuji Solar, VALORS Corporation and Birdy Fuel Cells LLC which engage in the green energy business, and Japan Photocatalyst Center Corporation which engages in manufacturing photocatalyst coating. Mr.
Added
From October 2012 to August 2025, he served as an assistant to the general manager of Sumitomo Corporation, where he was involved in investment and project development of large-scale Independent Power Producer (IPP) projects, primarily gas-fired power plants in the Middle East, as well as coal-fired power projects in Indonesia and Vietnam and decarbonization initiatives for hard-to-abate industries, including steel, cement and aluminum sectors.
Removed
Ryu received his Bachelor’s degree in Economics from Nagoya City University in March 1998, and a Master’s degree in International Management from Waseda University in March 2003. Mr. Liang “Simon” Shi has served as the President since October 2024. Mr. Shi has over 15 years’ experience in investment management leadership. Since January 2017, Mr.
Added
Mr. Onozuka worked for 28 years at the Export-Import Bank of Japan, which was reorganized into the Japan Bank for International Cooperation (JBIC), where he was involved in sovereign and corporate finance, structured and project finance for overseas infrastructure and resource-related investments in collaboration with Japanese trading houses, and climate-change policy and renewable energy initiatives. Mr.
Removed
Shi has served as a Partner at Zenin, an investment fund focusing on growth capital investments in emerging sectors in China, where he oversees the fund’s daily business operations. Zenin provides extensive strategic and operational assistance to its highly selective investment portfolio of companies. From July 2021 to July 2024, Mr.
Added
Onozuka holds nationally accredited professional certifications in Japan, including First-Class Bookkeeping Certification, Certified Energy Manager and Third-Class Electrical Chief Engineer. Mr. Onozuka obtained his bachelor’s degree in law from Waseda University in Japan. Mr. Taewoo Chung joined us as the Chief Financial Officer on March 1, 2024 and has served as the Director since July 2024. Mr.
Removed
Shi served as the Chief Executive Officer and Chairman of the Board of Directors of BWAQ. From March 2007 to December 2016, Mr. Shi served as the China President at Barron Partners Fund, where he was in charge of managing the fund’s investment portfolio in Asia and completed over 50 investments for the fund.
Added
Chung has over 20 years of experience in global capital markets, structured finance, and investment management across Asia, with expertise in equity and debt financing, project finance, and cross-border capital structuring. He joined Abalance as an executive officer responsible for finance matter in January 2024. From August 2017 to December 2023, Mr.
Removed
From February 2006 to February 2007, Mr. Shi worked as a senior consultant at IBM Global Services (formerly PWC consulting). Mr. Shi received his Bachelor’s degree in Finance from Shanghai Jiaotong University in 2001. We believe Mr. Shi qualifies as our executive director and Chairman of the board because of his asset management experience and past successful investments. Mr.
Added
(2014–2016), where he advised on structured equity and debt financing transactions, and Director at Nomura-Rifa Asset Management Co., Ltd. (2010–2014), where he oversaw investment management and corporate operations. Mr. Chung began his career in capital markets and structured finance roles at leading global financial institutions, including Deutsche Bank, ING Barings, Standard & Poor’s, and Barclays Capital. Mr.
Removed
Taewoo Chung joined us as the Chief Financial Officer on March 1, 2024 and has served as the Director since July 2024. Mr. Chung has over twenty years’ experience within the financial industry, encompassing roles in investment banking and equity sales. He joined Abalance as an executive officer responsible for finance matter in January 2024 .
Removed
Ltd., with its principal activity as portfolio management and corporate finance advisory services. From May 2007 to May 2016, Mr.
Removed
Chung served in Nomura Group with his last position as the vice president of asset finance department at Nomura Securities Co., Ltd, where he primarily advised equity & debt financing for domestic and overseas clients on different type of structured transaction related to solar and wind power projects, such as Softbank Energy, Canadian Solar, Sun Edison, Looop, Hanwha, Shinhan BNP Paribas Asset, KB Asset.
Removed
He served as a director on the board of directors at Nomura-Rifa Asset Management Co., Ltd, a subsidiary of the Nomura Group, responsible for overlooking financial management, from May 2010 to April 2014. Mr. Chung obtained his bachelor’s degrees in economics and molecular & cell biology from the University of California, Berkeley in 1999. 58 Dr.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

12 edited+6 added−5 removed19 unchanged
Notably, factors such as VSUN’s production capacity, utilization rates, raw material costs, and product quality directly influence the financial outcomes of these transactions, bearing implications for TOYO’s revenue streams. 65 The pricing strategy for these related-party transactions is meticulously structured around the cost-plus method, which involves the following procedural steps: Step 1: Calculation of TOYO’s cost base for producing solar cells.
Notably, factors such as VSUN’s production capacity, utilization rates, raw material costs, and product quality directly influence the financial outcomes of these transactions, bearing implications for TOYO’s revenue streams. The pricing strategy for these related-party transactions is meticulously structured around the cost-plus method, which involves the following procedural steps: Step 1: Calculation of TOYO’s cost base for producing solar cells.
Name and Address of Beneficial Owner (1) Number of Ordinary Shares Beneficially Owned Percentage of Outstanding Ordinary Shares Officers and Directors Junsei Ryu (2)(3) 38,699,822 83.1 % Taewoo Chung — — Aihua Wang — — Alfred “Trey” Hickey 30,000 * Anders Karlsson — — Hiroyuki Tahara — — June Han — — All officers and directors as a group (7 individuals) 38,729,822 83.1 % 5% Holders Junsei Ryu (2)(3) 38,699,822 83.1 % * Less than 1% of the total number of outstanding Ordinary Shares (1) Unless otherwise noted, the business address of each of the following is 16F, Tennoz First Tower, 2-2-4, Higashi-Shinagawa, Shinagawa-ku, Tokyo, Japan 140-0002.
Name and Address of Beneficial Owner (1) Number of Ordinary Shares Beneficially Owned Percentage of Outstanding Ordinary Shares Officers and Directors Takahiko Onozuka — — % Taewoo Chung 30,000 * Aihua Wang 30,000 * Alfred “Trey” Hickey 36,000 * Anders Karlsson 6,000 * Hiroyuki Tahara 11,000 * June Han 6,000 * All officers and directors as a group (7 individuals) 119,000 * 5% Holders Junsei Ryu (2)(3) 30,339,264 80.4 % * Less than 1% of the total number of outstanding Ordinary Shares (1) Unless otherwise noted, the business address of each of the following is 16F, Tennoz First Tower, 2-2-4, Higashi-Shinagawa, Shinagawa-ku, Tokyo, Japan 140-0002.
For the year ended December 31, 2024, we purchased raw materials from VSUN’s subsidiary in an amount of approximately $48.5 million, which accounted for approximately 55.0% of our total purchase of inventories. Other transactions with VSUN and its Subsidiary Name Relationship with the Company Fuji Solar Co., Ltd.
For the year ended December 31, 2025, we purchased raw materials from VSUN’s subsidiary in an amount of approximately $102.7 million, which accounted for approximately 31.6% of our total purchase of inventories. Other transactions with VSUN and its Subsidiary Name Relationship with the Company Fuji Solar Co., Ltd.
(3) Represents (i) 25,420,000 Ordinary Shares directly held by WAG, and (ii) 13,279,822 Ordinary Shares directly held by BestToYo. As of the date of this annual report, Mr. Ryu serves as the sole director of BestToYo and the sole director of WAG, deemed to have voting, dispositive or investment powers over BestToYo and WAG, respectively. B.
(3) Represents (i) 15,153,628 Ordinary Shares directly held by WAG, and (ii) 15,185,636 Ordinary Shares directly held by BestToYo. As of the date of this annual report, Mr. Ryu serves as the sole director of BestToYo and the sole director of WAG, deemed to have voting, dispositive or investment powers over BestToYo and WAG, respectively. B.
We also entered into a certain long-term agreement with VSUN in November 2024 to agree to use our reasonable best efforts to fulfill purchase orders for solar cells from VSUN, pursuant to which VSUN has made an advanced deposit of $30 million for purchase orders.
We also entered into a certain long-term agreement with VSUN in November 2024 to agree to use our reasonable best efforts to fulfill purchase orders for solar cells from VSUN, pursuant to which VSUN has made an advanced deposit of $30 million for purchase orders. 63 For the year ended December 31, 2025, TOYO derived revenue from sales of solar cells to VSUN in an amount of approximately $154.7 million.
(d) In December 2024, the Company borrowed a loan of $5.0 million from VSun USA as payment for property and equipment in Solar Texas LLC. The loan is matured in December 2025. The interest rate of borrowings were 4.2% and is payable on maturity of the borrowing.
The interest rate of borrowings were 4.2% and is payable on maturity of the borrowing. For the year ended December 31, 2025, the Company borrowed a loan of $12.0 million from VSun USA as payment for property and equipment in TOYO Texas. The loan was matured through March 2026.
History and Development of the Company – Earnout Shares” of this annual report for more information), and does not include (i) the 4,970,007 Ordinary Shares issuable upon the exercise of the Warrants in cash outstanding as of the date of this annual report and (ii) the 50,000 Ordinary Shares issuable upon the exercise of the warrants issued by the Company as of the date of this annual report. 64 Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all Ordinary Shares beneficially owned by them.
The percentage of our Ordinary Shares beneficially owned is computed on the basis of 37,758,997 Ordinary Shares issued and outstanding as of the date of this annual report, excluding (i) the 4,970,007 Ordinary Shares issuable upon the exercise of the Warrants in cash outstanding as of the date of this annual report and (ii) the 50,000 Ordinary Shares issuable upon the exercise of the warrants issued by the Company as of the date of this annual report. 62 Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all Ordinary Shares beneficially owned by them.
Accounts receivable – related parties Related party Nature of balance December 31, 2024 VSun China Sales to the related party $ 4,402,462 VSUN Sales to the related party 3,963,972 VSun USA Sales to the related party 3,474,214 $ 11,840,648 Contract liabilities — related parties Related party Nature of balance December 31, 2024 VSUN Advance for solar cells $ 20,000,000 VSun USA Advance for solar cells 98,561 $ 20,098,561 67 Due to related parties Related party Nature of balance December 31, 2024 VSUN Borrowings $ 50,059,338 VSUN Interest payable 1,469,301 VSUN (a) Payment of public infrastructure services on behalf of the Company — VSUN Payment of other operating expenses on behalf of the Company 70,219 VSun USA Borrowings 5,000,000 VSun USA Interest payable 14,995 Fuji Solar Payment of offering costs on behalf of the Company — Others Payment of other operating expenses on behalf of the Company 19,520 $ 56,633,373 (a) Pursuant to the agreement of using public infrastructure (Note 8), the Company was obliged to pay public infrastructure service fees of approximately $8.2 million (VND 193.3 billion).
Balances with related parties Accounts receivable – related parties Related party Nature of balance December 31, 2025 December 31, 2024 VSun USA Sales to the related party $ 486,378 $ 3,474,214 VSun China Sales to the related party 8,317 4,402,462 VSUN Sales to the related party — 3,963,972 Total $ 494,695 $ 11,840,648 66 Prepayments — a related party Related party Nature of balance December 31, 2025 December 31, 2024 VSUN Prepayments for raw materials $ 72,264 $ — Total $ 72,264 $ — Accounts payable – a related party Related party Nature of balance December 31, 2025 December 31, 2024 VSun China Purchase of raw materials $ 3,269,212 $ — Total $ 3,269,212 $ — Contract liabilities — related parties Related party Nature of balance December 31, 2025 December 31, 2024 VSUN Advance for solar cells $ 78,856,795 $ 20,000,000 VSun USA Advance for solar modules 1,491,508 98,561 Total $ 80,348,303 $ 20,098,561 Due to related parties Related party Nature of balance December 31, 2025 December 31, 2024 VSUN Borrowings $ 48,530,388 $ 50,059,338 VSUN Interest payable 2,390,023 1,469,301 VSUN Payment of other operating expenses on behalf of the Company 10,098 70,219 VSun USA Borrowings 11,000,000 5,000,000 VSun USA Interest payable 396,778 14,995 Others Payment of other operating expenses on behalf of the Company 1,000 19,520 Total $ 62,328,287 $ 56,633,373 67 C.
(“VSun China”) Wholly owned by VSUN For the Year Ended December 31, 2024 Sales to related parties VSUN $ 116,937,974 VSun China 4,743,878 VSun Bac Ninh 337,346 VSun USA 5,252,064 $ 127,271,262 Purchase of raw materials from a related party VSun China $ 48,484,527 $ 48,484,527 Purchase of machinery from a related party VSun China $ 1,542,768 $ 1,542,768 Payment of operating expenses by related parties on behalf of the Company VSUN $ 59,802 VSun China — Others 19,520 $ 79,322 Repayment of operating expenses to a related party paid on behalf of the Company VSUN $ 148,000 Payment of offering cost by a related party on behalf of the Company Fuji Solar $ — Repayment of offering cost paid by a related party on behalf of the Company Fuji Solar (b) $ 81,025 Prepayments of raw materials to a related party VSun China (c) $ — 66 For the Year Ended December 31, 2024 Payment of long-term prepaid expenses by a related party on behalf of the Company VSUN $ — Borrowings from related parties VSUN (a) $ — VSun USA (d) 5,000,000 $ 5,000,000 Repayment of borrowings to a related party VSUN (a) $ 38,093,104 Accrual of interest expenses on borrowings from related parties VSUN (a) $ 1,382,890 VSUN USA 14,995 $ 1,397,885 Repayment of interest expenses on borrowings from a related party VSUN (a) $ 1,391,911 (a) For the year ended December 31, 2024, the Company did not borrow loans, while repaid loans of approximately $38.1 million (VND 954.5 billion) to VSUN.
(“VSun China”) Wholly owned by VSUN Vietnam Sunergy Europe GmbH (“VSun GmbH”) Wholly owned by VSUN 64 For the Year Ended December 31, 2025 2024 2023 Sales and service revenue from related parties VSUN $ 154,690,933 $ 116,937,974 $ 61,504,724 VSun USA 8,939,297 5,252,064 — VSun Bac Ninh 6,572,678 337,346 — VSun China 887,289 4,743,878 — Total $ 171,090,197 $ 127,271,262 $ 61,504,724 Purchase of raw materials and services from a related party VSun China $ 94,932,303 $ 48,484,527 $ 49,601,203 VSUN USA 7,788,309 — — Total $ 102,720,612 $ 48,484,527 $ 49,601,203 Purchase of machinery from a related party VSun China $ — $ 1,542,768 $ 126,272 Purchase of trademarks from related parties (a) VSUN $ 128,000 $ — $ — VSUN GmbH 212,000 — — Total $ 340,000 $ — $ — Payment of operating expenses by related parties on behalf of the Company VSUN $ — $ 59,802 $ 104,113 Others 92,549 19,520 — Total $ 92,549 $ 79,322 $ 104,113 Repayment of operating expenses to a related party paid on behalf of the Company VSUN $ 60,000 $ 148,000 $ — Others 111,069 — — Total $ 171,069 $ 148,000 $ — Payment of offering cost by a related party on behalf of the Company Fuji Solar (b) $ — $ — $ 1,179,129 Repayment of offering cost paid by a related party on behalf of the Company Fuji Solar (b) $ — $ 81,025 $ 1,098,104 Prepayments of raw materials to related parties (c) VSUN $ 72,264 $ — $ — VSun China — — 24,845,082 Total $ 72,264 $ — $ 24,845,082 Borrowings from related parties VSUN (d) $ — $ — $ 93,571,624 VSun USA (e) 12,000,000 5,000,000 — Total $ 12,000,000 $ 5,000,000 $ 93,571,624 Repayment of borrowings to a related party VSUN (d) $ — $ 38,093,104 $ — VSun USA (e) 6,000,000 — — Total $ 6,000,000 $ 38,093,104 $ — Accrual of interest expenses on borrowings from related parties VSUN (d) $ 920,722 $ 1,382,890 $ 3,163,557 VSun USA (e) 634,384 14,995 — Total $ 1,555,106 $ 1,397,885 $ 3,163,557 Repayment of interest expenses on borrowings from a related party VSUN (d) $ — $ 1,391,911 $ — VSun USA (e) 252,600 — — Total $ 252,600 $ 1,391,911 $ — (a) For the year ended December 31, 2025, the Company purchased trademarks of $128,000 and $212,000 from VSUN and VSUN GmbH, respectively.
For the year ended December 31, 2024, the Company accrued interest expenses of $14,995.
The interest rate of borrowings were 4.2% and is payable on maturity of the borrowing. For the year ended December 31, 2025 and 2024, the Company accrued interest expenses of $634,384 and $14,995, respectively.
As of December 31, 2024, the Company had not offering cost payable due to Fuji Solar. (c) For the year ended December 31, 2024, the Company did not make prepayments to VSUN China for raw materials.
For the year ended December 31, 2023, the Company also made prepayments of $24,845,082 to VSun China for raw materials, all which were delivered to the Company in the year of 2024. For the year ended December 31, 2024, the Company did not make prepayments to VSun China for raw materials.
For the year ended December 31, 2024, the Company accrued interest expenses of $1,382,890 on the borrowings. For the year ended December 31, 2024, the Company paid interest expenses of $1,391,911 to VSUN. (b) For the year ended December 31, 2024, the Company repaid the remaining offering cost to Fuji Solar.
For the year ended December 31, 2025, the Company did not borrow loans from or repaid loans to VSUN. For the year ended December 31, 2025, 2024 and 2023, the Company accrued interest expenses of $920,722, $1,382,890 and $3,163,557 on the borrowings, respectively.
Removed
The percentage of our Ordinary Shares beneficially owned is computed on the basis of 46,595,743 Ordinary Shares issued and outstanding as of the date of this annual report, including 11,287,703 Earnout Shares expected to be surrendered to TOYO for no consideration and cancelled by TOYO after the filing of this annual report (See “Item 4.
Added
The trademark acquisition transactions between the Company and the related parties are transactions under common control and are recorded at carryover basis in accordance with ASC 805-50. At the parent company level, the carrying value of the intangible assets were zero.
Removed
For the year ended December 31, 2024, TOYO derived revenue from sales of solar cells to VSUN in an amount of approximately $116.9 million.
Added
Accordingly, separately identifiable intangible asset is not recognized. 65 (b) For the year ended December 31, 2023, Fuji Solar paid offering cost of $1,179,129 on behalf of the Company. In the same year, the Company repaid offering cost of $1,098,104 to Fuji Solar.
Removed
As of December 31, 2024 and December 31, 2023, the Company had payables of $nil and $1.6 million, respectively, due to VSUN. In connection with the Pre-Merger Reorganization, TOYO issued a $45 million unsecured promissory note to SinCo, and SinCo issued a $45 million unsecured promissory note to VSUN, each in February 2024.
Added
For the year ended December 31, 2024, the Company fully paid the remaining offering cost of $81,025 to Fuji Solar. (c) For the year ended December 31, 2025, the Company made prepayments of $72,264 to VSUN for raw materials, all which were delivered to the Company as of the date of this report.
Removed
Each note bears an interest rate of 3.5% per annum and was subsequently settled in full in March 2024 by TOYO and SinCo, respectively. As a result, such unsecured promissory notes are no longer outstanding.
Added
(d) For the year ended December 31, 2023, the Company borrowed loans of approximately $93.6 million (VND 2.2 trillion) from VSUN as working capital and payment for property and equipment. Each loan is matured in one year from borrowing.
Removed
Transactions with Fuji Solar For the year ended December 31, 2024, Fuji Solar paid, on behalf of TOYO, offering costs in connection with the Business Combination in a total amount of approximately $1,014,268.23, approximately all of which has been repaid by TOYO to Fuji Solar during the same period. C. Interests of Experts and Counsel Not applicable.
Added
The interest rate of borrowings were 9.5% before August 2023, and reduced to 8% for August 2023 and further reduced to 7% since September 2023. For the year ended December 31, 2024, the Company did not borrow loans, while repaid loans of approximately $38.1 million (VND 954.5 billion) to VSUN.
Added
For the year ended December 31, 2025, 2024 and 2023, the Company paid interest expenses of $nil, $1,391,911 and $nil to VSUN. (e) In December 2024, the Company borrowed a loan of $5.0 million from VSun USA as payment for property and equipment in TOYO Texas. The loan was matured in December 2025 and extended to December 2026.